


Magia, Pacem, Bellum Terrarum

by Elias_Pedro



Series: Magia, Pacem, Bellum Terrarum [1]
Category: Mahou Shoujo Madoka Magika | Puella Magi Madoka Magica
Genre: Adventure, Gen, Historical References, Magical Girls, Orphanage, Puella Magi Madoka Magica Spoilers, Tragedy, World War II
Language: English
Status: Completed
Published: 2016-12-27
Updated: 2016-12-27
Packaged: 2018-09-12 18:11:08
Rating: Mature
Warnings: Graphic Depictions Of Violence
Chapters: 18
Words: 145,921
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/9083698
Author URL: https://archiveofourown.org/users/Elias_Pedro/pseuds/Elias_Pedro
Summary: Homura's investigation into Walpurgisnacht brings her to look to World War II, the time that spawned the dreadnought witch. Working with Mami and protecting Madoka, Homura demands Kyuubey show her the past. However, Kyuubey seems to have a lot to hide.





	1. Prologue

_..._

_Magic is not a miracle._

_It is not the pure wellspring of goodness we had all hoped it to be._

_Instead, Magic is a path, paved in tears and suffering ,_

_Suffering that goes unnoticed in our cruel, uncaring world._

_Magic is a cycle, perpetuated by grief,_

_Grief that grows heavier and harder to bear with each passing day._

_And yet, magic still exists, and continues to exist._

_So, as long as there is grief, there will be those who will fight for hope._

_Whether their struggle will yield fruit, or be dashed against the stones – only time can tell._

_..._

There it was again, Homura thought, that cherry blossom tree in the graveyard across the Mitakihara River. From her room's window in the Mitakihara General Hospital, Homura could clearly see that cherry blossom tree bathing in sunlight. Homura had never thought much about it, but she started to see the irony in that scene. The tree was dead, her bark dried and her blossoms withered. Its baring branches swayed weakly in the wind.

Every time Homura awoke in that hospital bed, the girl shot upright and panted heavily. The memories of the timeline she had chosen to reset were still fresh in her mind, tormenting her in her waking moments. Then, she would turn to her side and see that same cherry blossom tree, dead.

Why was this tree dead? Why did it bother Homura so? The young girl could only sigh.

With composed determination, Homura rose up from her bed and started to prepare her things. It was time for her to go to school again – the Mitakihara Middle School. There, she would repeat that fateful month she had lived through time and time again. There, she would try to make good on the promises she had made to protect Madoka Kaname.

This time would be different, she told herself. This time would be different.

This time, she will defeat Walpurgisnacht.

* * *

  **Magia, Pacem, Bellum Terrarum**

**Prologue**

* * *

 

Homura Akemi, the new transfer student in Madoka Kaname's class, seemed perfect. Blessed with both peerless beauty and dutiful studiousness, it was hard for her peers to remain unimpressed. Madoka watched this girl from her seat at the back of the classroom, very much fond of her.

That afternoon, their teacher lectured about the Second World War – a topic almost everyone in the class found boring. The majority of the class was already nodding off to sleep. Madoka's best friend, Sayaka Miki, already had her face buried in her desk.

Homura, on the other hand, sat upright and took down notes without the slightest hint of disinterest. She had been writing like that throughout the class, stopping only to part her hair or to scan through what she had written. Madoka's admiration for Homura grew.

"Homura-chan sure is studious." Madoka thought, "Class is almost over, but she's still at it."

The face-desked Sayaka sensed Madoka's thoughts through telepathy. Sayaka responded telepathically with jealous and tired irritation.

"Fuah~ How does she find this stuff interesting? World War II happened ages ago… almost a freakin' century!"

"Hmm… History is the only subject she pays this much attention to. Maybe she likes the subject." Madoka pondered back. She then turned to the white, ferret-like creature napping in her bag and smiled at it. "Isn't that right, Kyuubey?"

Kyuubey's only reply was a small nod and its odd, wide smile. Madoka smiled again and tried her best to listen attentively to the teacher's lecture. Sayaka, on the other hand, stayed face first on her desk.

"I'mma sleep for real this time, Madoka." Sayaka yawned telepathically, "Wake me up when class is over, aight?"

"Wait, Sayaka-chan…"

It was too late – Sayaka was already fast asleep. Rather than wake her up, Madoka just smiled.

"Maybe I should take it easy too." She thought, taking out her own notebook filled with drawings and doodling to pass the time. Before she could realize it, the school bell rang and classes were over.

Madoka woke up the sleeping Sayaka, gathered her things then prepared to leave. While waiting for Sayaka to finish, Madoka searched the room for Homura but she was nowhere to be found. Much like always, Homura made her exit without saying a word to anyone else. Madoka was disappointed.

For a moment, she considered trying to go after Homura to try and break the cold silence that had persisted between them since they met but eventually decided not to. After all, that afternoon, she and Sayaka would be participating in their very first Witch Hunt under their unofficial 'mentor' Mami Tomoe, their upperclassman. Both she and Sayaka were excited for that afternoon. She decided to talk with the strange transfer student some other day.

Meanwhile, Homura made her way to the school library – a place rarely visited by the students. After decades of development in computers and information technology, many people saw books and libraries as obsolete. Homura didn't mind. It would only mean that she would be able to read in peace.

The section Homura visited was dedicated to the Second World War, filled with books describing the major battles and the tremendous suffering the War brought about. These books oftentimes sat untouched by anyone save for Homura. This time, though, a handful of books – including some of the books Homura was looking for – were not on the shelves.

Homura frowned. She had been meaning to borrow those books, but someone had already beaten her to them. It wasn't a big deal, she thought. She just chose a few other books that caught her interest then looked for a comfortable seat somewhere in a closed-off corner.

During her search, she found Mami Tomoe already seated on a comfortable armchair and reading one of the books Homura was looking for. Homura greeted the golden-haired girl with a glare.

"So, you like reading about the Second World war, Akemi-san." Mami smiled, "I'm glad to know I'm not the only one."

Mami then showed Homura the book she was reading – an encyclopedia of the weapons of the Second World War. It had entries describing everything from combat knives to battle rifles to the German Reich's Schwerer Gustav siege gun Homura didn't know why Mami would want to read that book..

"Why are you here?" Homura challenged, "Starting to feel like your flintlocks don't have enough stopping power?"

"I get by with my flintlocks just fine, thank you." Mami replied, her smile cooling quickly, "It's not unusual for Puella Magi like us to want to study battle tactics and weaponry. Even these old tomes can be exceptional references, you know."

"Mami then stood up from her seat, picked up the small pile of books she had taken from the shelves then stuffed them into her bag. The book of World War II armaments, however, she handed to Homura.

"You wanted this book, right?" Mami asked, "Its section on artillery is superb, mortars particularly. You will like it, I'm sure. It's an interesting read for enthusiasts like us."

"That's not why I'm here."

"Why then are you here?" Mami asked, her voice now sharply inquisitive. Her perpetual cheerfulness was now nowhere to be found.

Homura replied with cold silence – it was a stalemate. Mami sighed and her cheerfulness returned, paired with a little more caution than before.

"Well, as long as these books keep you from harming Kaname-san or Miki-san, I'd be happy to share what I know with a fellow enthusiast." Mami cheerily said, forcing the book into Homura's free hand, "I have to go now, Akemi-san. Enjoy your reading."

Taking her bag of books with her, Mami went on to the checkout counter then left for the nearby café downtown in a hurry. Madoka and Sayaka were waiting for her there, after all. Homura however just stood there, gripping onto the book tightly. She turned to a nearby window and saw the setting sun grow dimmer and dimmer.

"You know nothing, Mami. Nothing." Homura muttered, her voice shaking, "I… I envy you."

In the white, blank nothingness of Homura's home, a pendulum suspended in the air swung back and forth endlessly. Aside from the hundreds of formless screens floating around and the simple couches that served as seating and bedding, the room was completely empty.

Homura took a seat and fished out the book of armaments from her bag. She randomly flipped through the pages then came across the 300mm mortar gun, the type of gun that formed the backbone of the defensive battery of Corregidor Island in the Philippines during the Second World War. Just as Mami had presumed, the mortar gun, as well as the other mortars, piqued her interest.

The arrival of a white, ferret-like creature, however, would interrupt her curious reading.

"You wanted me?" The creature squeaked, its eerie smile ever present on its face.

Its arrival startled Homura, causing her to knock her bag off her seat. Its contents then spilled to the floor. Homura gathered her composure, ignoring the books, then turned to the creature with cool and collected expression.

"Yes, I did." She said coldly, "Tell me about Walpurgisnacht."

"Walpurgisnacht?" Kyuubey asked, glancing at the books that had been scattered all over the floor, "So that's what you've been up to. If you've read all of those books, you should already have a fairly good idea of…"

"Incubator!" Homura hissed, her glare now bordering on murderous intent, "Tell me about Walpurgisnacht. She was a Puella Magi once, wasn't she?"

"Very well." Kyuubey said, hopping onto one of the sofas then facing Homura, "It will be a long story… or should I say long stories. Are you sure…?"

"I have the time. Out with it."

To Be Continued

...

Chapter 2 Preview:

"The Second World War, a time of great suffering and great grief

Such was the time that brought about the birth of Walpurgisnacht

If I can learn more about her, surely, this time... I will end her rampage.

However, it will soon become clear...

This will be a fractal story."

-Homura Akemi-


	2. This Will Be A Fractal Story

"So, you want to know about Walpurgisnacht…" Kyuubey said with interest while he viewed the floating screens scattered around Homura's room, "The witch that wanders around in aimless circles, destroying everything in her path."

A screen displaying a sketch of the witch in question then drifted between Homura and Kyuubey. The creature turned its gaze from the screen to Homura then commented, "You really are interesting, Homura Akemi. I wonder how you heard about her."

Homura stayed silent, her patience tested by Kyuubey's searching gaze. Her silence then finally prompted him to carry on.

"Walpurgisnacht, as you already seem to know, was created at the end of the event you humans call the 'Second World War'," Kyuubey recounted as he stared straight into Homura's eyes, "It was a time of hatred, suffering and grief… Also, it was one of the periods of human history when Witches were numerous and their attacks rampant."

"The Second World War was rife with suicides and massacres." Homura replied with disgust, "It's not very hard to make a connection between suffering and Witches… let alone Walpurgisnacht."

"Yes, witches were everywhere." Kyuubey admitted, "Every nation ravaged by the war and the suffering that accompanied it was also ravaged by witches. Therefore, many girls secretly chose to take up arms and become magical girls to counter the despair."

"And you happily gave them contracts…"

"Why, yes of course! How could I refuse?" Kyuubey asked, curious as to why Homura was so taken aback by that fact, "They themselves pleaded with me to give them the strength to fight. I gave them the strength they asked for and even granted them a wish! It was more than a fair deal for them, don't you think? Giving them strength and granting a miracle, that is.

Kyuubey then paused for a moment then sighed, its eerie smile ever present on its face, "You too have had a miracle granted for you… right, Homura?"

The way Kyuubey asked her that made Homura feel rather uneasy. She felt as if he was trying to coerce information out of her, on top of actively trying to read her mind. Sweat slowly dripped from Homura's forehead as she was locked in a staring contest with the red-eyed creature. She knew Kyuubey looked at her with great suspicion and distrust, just as she did towards Kyuubey.

Unaffected by the silence, Kyuubey reached for the screen floating between them. He held onto it and the sketch of Walpurgisnacht was replaced by black and white static, as if someone was rewinding a VHS tape. Kyuubey let go of the screen and random video clips began flashing from it – distorted and unclear. However, Homura could still make out three different girls from the alternating videos.

The screen showed a Japanese girl sitting alone in a train, meditative and silent. It then jumped to an American lady in her early twenties looking out to the sea and the setting sun from the balcony of a large, white plantation house, a half-drank Coca Cola bottle in her hand. The third time around, the screen showed a young Filipina girl walking happily with her mechanic father in a hangar full of USAFFE interceptor planes. Homura was starting to get confused.

"Three girls…" She muttered in thought before asking, "Why am I seeing three girls?"

Her eyes sharpened.

"Are you trying to be funny?"

"No, no. I would not be able to make a joke even if I wanted to – nor would I be able to lie." Kyuubey assured, "Ask me a question and I will answer it truthfully."

"Who then are those girls?"

"They are the three girls responsible for the birth of Walpurgisnacht." Kyuubey replied, "The tale of these three girls and the tale of Walpurgisnacht are, as some of your humans would say, one and the same."

The video then finally stabilized, showing a scene in the Tokyo Imperial Castle in late 1941.

* * *

**Act I - 1941**

* * *

Top officials of the branches of the Japanese military had come together for an emergency meeting to discuss the course of action they wanted to take in the coming days. Unlike in their previous meetings which were noted to be serious and fearful, the officials were in unusually high spirits – they joked, smiled, smoked and laughed merrily.

Only days ago, the very thought of war with the United States of America would have struck fear in the Japanese central command. But that day, grand offensive battle plans sweeping through all of the Far East were drawn up. The maps they had spread out over the tables were marked with the fortresses and encampments of the Allied forces and the Americans throughout the Far East and their proposed offensives would strike at each and every one of them. Against their better judgment, they were very much eager to execute it. It was a strange sight, caused by the marks on the necks of the officials that were invisible to the untrained eye – Witch's Kisses.

The officials had become bloodthirsty, pushed to the edge by the frustration that had built up after the withdrawal of American investments in Japan in 1939 and the more recent oil embargo imposed against them. Rather than listen to reason, they had let their emotions guide their decision-making. They had unwittingly led themselves into the witch's barrier.

Within this barrier, a red moon shone menacingly over an endless field of grass littered with rotting corpses that never ceased twitching. Huge grey skies changed at an unusual pace and spectral Taiko drummers beat their drums on and on. Thousands of short, colorless and faceless soldiers clad in bones resembling the armor of samurai stood lethargically in formation, holding up fluttering banners with strange runes and symbols and their katanas hanging at their sides. In the center were rows of Torii arches, set permanently ablaze in dark blue flames, lining a path stained with blood and littered with bits of flesh and torn limbs. At the end of the path was an ill-fashioned statue of a girl made from a bizarre mix of cast iron and papier-mâché. Japanese fans marked with more strange runes floated around the witch, rising up and down to the beat of the Taiko drums.

That statue was the witch of the realm.

The foreign sound of wooden slippers parting blades of grass then resounded throughout the barrier. It quickly caught the attention of the statue, its iris-less eyes trained at the source of the sound. The statue found a lone Japanese girl in a blue kimono patterned with morning glories walking slowly towards the army. A hairpin the girl wore bore a magnificent paulownia-shaped gem that gave off a dull turquoise glow. She held a naginata firmly in her left hand and a Type 100 submachine gun in her right.

Not pleased with the unwelcome visitor, the witch reached for one of the fans floating around her. She lifted it up then waved it down, ordering the soldiers to march towards the girl in the blue kimono.

The faceless army marched together, their orchestrated footsteps akin to thunder. The girl walked onwards patiently, her face showing no fear. When the vanguard of the army was within striking distance, she finally attacked.

Large swipes from her naginata cleaved scores of colorless soldiers at a time and long bursts of submachine gun fire would mow down the soldiers that had come to reinforce their lines, allowing her to press forward. The girl in the blue kimono wedged her way through the enemy and got onto the stone path towards the witch.

Ahead of the soldiers now, the girl slashed at the flaming Torii arches and they collapsed behind her – blocking the path of her pursuers. Thus, the battle had become one-on-one; a duel between the girl in the blue kimono and the statue witch.

Under the cover of the burning arches the girl open-fired at the witch. Immediately, the fans circling the statue came together and blocked the bullets – deflecting them as if the fans were made of sturdy metal. This defensive maneuver however would work towards the kimono girl's advantage. Using the fans as a sort of springboard the girl managed to jump onto them and then pounce at the statue. The girl ran up the statue witch's back and, with a clean swipe of her naginata, she beheaded the witch.

The girl jumped down from the broken statue and landed on the bloodied path where a Grief Seed now sat. A moment later, the barrier of the witch crumbled apart and she found herself at the central courtyard of the Imperial Palace.

Listening in on the conversation of the officials huddled in their room, the girl noticed that their previous euphoria had banished. Their intention to strike at the United States of America, however, remained firmly intact. Orders were already being given out to begin preparations for an attack. The influence of the witch was gone, but the witch had succeeded in accelerating the beginnings of the War in the Pacific.

The girl had come from Hokkaido, travelling southward by boat then by train to Tokyo, defeating a handful of witches and many more familiars along the way – all of which seemed to have the same goal as the witch in the Imperial Castle. She couldn't help but think that the same was true elsewhere in the world.

She heard about the tragedies all over the world; the massive bombardment of Great Britain by the Luftwaffe, the rounding up of Jewish people throughout Axis-controlled territory and the grand systematic massacre and rape of women by Japanese troops in Nanking, China. The list went on and on. The number of witches gathering in Asia greatly troubled her, but she could not figure out what they would gain from provoking the a war. The patterns she started to see didn't make sense.

Little did she know that the war in the Pacific was the next piece of the puzzle to set up the stage for the greatest and most tragic drama known to man.

* * *

"Walpurgisnacht… was born in the Far East?" Homura snapped in confusion, "Didn't she come from Europe?"

"My, my." Kyuubey scolded with a shake of its head, "As studious as you may be, it seems you've been studying the wrong war theater."

Shocked, Homura turned to the books that spilled out of her bag earlier. All of them pertained to events that had taken place in Europe and North Africa. Only Mami's book of armaments covered the Pacific War to an extent.

"Don't blame yourself for making that mistake." Kyuubey comforted, "When people talk about the Second World War, Germany, Russia and the United States are the first countries that come to mind. What about British India? What about French Indochina? What about New Zealand? The Pacific War is generally forgotten…"

"In the same way Puella Magi are forgotten after they are gone."

"Precisely!" Kyuubey agreed, not showing even a hint of remorse, "And that's all for tonight."

The screen that floated between the two of them became fuzzy static again before reverting back to the sketch of Walpurgisnacht. Kyuubey then hopped off the table he had been standing on then proceeded to leave Homura's home.

"Where do you think you're going? You haven't told me who Walpurgisnacht is yet."

"You didn't ask to tell me who she was." Kyuubey pointed out. "You only told me to tell you about her. That's a very broad question. I told you something about her and her story – I even showed you her companions. I think that will suffice."

"Wait a minute!"

"My apologies, Homura. It's gotten late. I have somewhere else to be. An Incubator's job is never done." Kyuubey sighed, ignoring Homura's call. "Millennia have passed, and still, my work is unfinished. Entropy is quite a troublesome concept, don't you think so?"

At the threshold of the girl's room, Kyuubey stopped for a moment.

"I'll be back some other time, but you ought to at least know what it is you are actually seeking. Then, I will provide you with all the answers you need."

Once Kyuubey was gone, Homura sat at her couch alone and at a loss. Many of the theories she had conjured up about her foe were flushed down the drain with her first talk with Kyuubey. The answers he provided only spawned more questions that wouldn't give her rest. She did not have the patience to wait for the ferret to come in once he felt like talking again. Seeing the book of armaments she had set aside while Kyuubey talked, Homura remembered someone she might find useful.

She decided to pay Mami Tomoe a visit.

**To Be Continued**

* * *

**Episode 3 Preview:**

"To have tea with a friend is enough to brighten up one's day.

I have plenty of tea to go around,

But it's not very often that I have someone to share it with.

So then, will you have a cup of tea with me?

Only friends are welcome in this house."

- _Mami Tomoe-_


	3. Only Friends Are Welcome In This House

It was half past nine. The pale moon hung low in the cloudless sky, gleaming over the apartment complex in Mitakihara City's residential district where Mami Tomoe lived. Mami, who had just finished eating a simple, lonely dinner, stood in front of an electronic kettle and waited for it to start boiling. The kettle sounded a beep and steam rose up from its spout, prompting Mami to turn it off. She then reached for a silver tin stuffed with various teabags – she came across a bag of Earl Grey.

 This was Mami Tomoe's nightly routine; she would make a lonely dinner then have a lonely cup of tea. Maybe even some cake if she felt like it. She would never be able to say that she liked this routine, but by now, she had been used to her perpetual silence and solitude.

Then, the doorbell chimed. Mami nearly jumped.

'Now who could that be?' she wondered, leaving the kettle to see who was at the door. It wasn't very often that guests came to the Tomoe household. It wasn't very often that Mami had any guests at all.

On the way to the door, the golden-haired girl tried to guess who her guest might be. She believed it could have been either Madoka Kaname or Sayaka Miki – or maybe even both. Those two underclassmen of hers were both interested about Puella Magi after all, even more so after the Witch hunt they had joined her on earlier that afternoon. Whatever it was they might want to talk about, she decided they would talk about it over tea and cake. Mami always had plenty.

Clearing her throat, she prepared to welcome her guests with open arms. When she quickly peered through the door's peephole, however, she saw that her guest wasn't either of the girls she had hoped for.

Mami took a step back from the door, trying to figure out her next move. The guest standing at the door wasn't one Mami would normally welcome at all. The ring Mami wore on her finger turned into a bright, golden Soul Gem. She raised the Soul Gem to her chest with a steeling stance, prepared to do battle with her 'guest' at a moment's notice.

"Coming to my house at this hour?" she asked her guest coolly through telepathy. "To what do I owe the honor, Akemi-san?"

There was silence.

Mami had expected her guest to counter sharply and swiftly in her usual, distant manner. She did not expect silence. Puzzled, the girl peered through the peephole again and saw Homura in her everyday attire. The black-haired girl was not holding on to her purple Soul Gem, but onto the book of armaments Mami had lent her earlier in the library.

"Mami-san." Homura then replied through the door. Her voice was collected and measured, but far warmer than usual. "I just wanted to thank you for lending me this book. Like you said, its section on mortars was interesting."

Mami's eyes widened. She couldn't believe her eyes or ears. To have the seclusive, distant Homura come to her to thank her for letting her borrow a book? It was a pleasant surprise – maybe too pleasant. Mami realized this and raised her guard one last time.

Homura didn't need to come to thank her. In fact, returning the book to the library's deposit bin would have been enough of a courtesy. Mami figured she didn't have much business with Homura, so she would just thank Homura for dropping by, throw in a compliment or two (for good measure) before politely sending her guest off on her merry way.

"You're quite welcome." Mami said, making no move to open the door, "Now then, Akemi-san…"

"Actually…" Homura interrupted, "I came by since… I wanted to talk."

Mami blinked. "To me?"

"Yes. About the Second World War. You said you would happily share what you know with a fellow enthusiast – I came by to take up that offer."

Mami then slowly lowered her Soul Gem, starting to feel slightly elated. Never in a million years did she expect this sort of encounter with Homura – it was almost as if she wanted to work together with her rather than against her. It was a step in the right direction, Mami thought. She opened the door and the two girls stood face to face for a moment in silence.

"Only friends are welcome in this house." Mami then declared firmly, "Am I welcoming an exception tonight, or am I welcoming a friend?"

Despite her strong words, Homura knew what Mami wanted her to say. The cautious happiness in Mami's bright eyes easily gave her away. Silently gulping, Homura broke the tension.

"… A friend."

"A friend, huh?" Mami repeated with growing cheerfulness. She closed her eyes as if savoring the moment then gave off a bright, bright smile. "Come on in then! I'll have some tea ready for us in a jiffy!"

"You don't have to go through the trouble…" Homura refused, shy all of the sudden.

"Nonsense, Akemi-san! Have cup of tea with me… oh, and some cake too!"

"Really… I'm fine."

"No, no. I insist!" Mami said, ushering Homura inside and waving aside her reluctance. "As a sign of our new friendship, I insist we have tea together!"

Homura looked hesitant.

"Mami-san…"

It had been a long, long time since Mami had smiled at her like that.

"Alright."

Mami beamed then returned to her kettle, preparing two cups of tea instead of one. That evening would be a welcome break in her routine. That evening, Mami Tomoe would not be lonely.

* * *

Mami's apartment was notably empty and, for the most part, devoid of fancy furniture. It was to be expected, since she was the only one living in that apartment. Plus, she had never expected to entertain any guests very often. Still, a low, triangular glass table in the middle of her small apartment was its centerpiece and served as a dining table.

There, around the table, Mami and Homura sat on the ground facing each other, their emptied cups of tea resting on the smooth glass surface. Businesslike silence sat heavily between them for a moment as Mami took a quick bite from her mostly untouched slice of caramel cake. Homura, engrossed in Mami's lecture, had left her cake uneaten.

Mami had been in the middle of a passionate lecture about the Second World War and Homura listened intently.

The lecture started out broadly, discussing the more well-known battles and figures of the Pacific War; the theater wherein, according to Kyuubey, Walpurgisnacht was born. Piecing together what she already knew from Kyuubey's 'presentation' with Mami's vibrant lecture, Homura finally managed to zero in on the country she wanted to focus on: The Commonwealth of the Philippines.

"Just like in Pearl Harbor…" Mami started, thoughtfully picking at her slice of cake with a spoon, "The Philippines Campaign started with a nation-wide air raid in the archipelago."

"The Japanese would have struck at major airbases first, naturally, to disable the USAFFE airforce." Homura guessed, "That way, they would eventually gain air superiority."

"You catch on very quickly, Akemi-san." Mami smiled, "That's exactly what happened. Thus, in a very short time, the USAFFE airforce was ground to dust.

Mami gave off a heavy sigh. "It's too bad the USAFFE wasn't alerted in time. The air wings stationed in the Philippines had some fine warbirds. Nearly all of them were destroyed before they could even take to the skies."

Despite the amazing breadth of Mami's knowledge about the Pacific War, Homura wasn't getting the information she really wanted to know. Who was Walpurgisnacht? Who were those three girls Kyuubey had showed her? Having Mami tell her only about recorded human history wouldn't be enough to satisfy her thirst – but she needed to stay cautious.

If ever Mami found out about the fates of Puella Magi… Homura didn't want to think about it. She promised herself that Mami would never find out about it again.

Still, Homura wanted to play her gambit. To show Mami a peek of her motives would not hurt, she figured. In return, she would have Mami give her the information she really wanted.

"Mami-san." Homura asked in a carefully measured tone, "About those initial air raids… would you happen to know about any strange occurrences?"

"Strange occurrences?" Mami hummed. Her face showed no suspicion towards Homura's question. "What do you mean by that?"

"Unusual activity – Suicides, murders, deaths…" Homura explained, doing her best to remain vague.

"Witches' attacks then." Mami deduced, her expression starting to seem more guarded. Homura could only reply with a nod. "I figured that was why you were interested in WWII."

Homura's heart sank immediately. She realized she had revealed more cards than she had intended.

"I guess great minds do think alike, Akemi-san!" Mami's smile shone brightly. "Witches manifest themselves in times of great suffering and grief – both of which are plentiful during wartime. The Puella Magi of the time must have had a hard time. I've had my theories about these sorts of things too, you know."

Homura could barely hide her surprise, getting a hold of herself just in time. Did her blunder… actually work in her favor?

Mami stood up from where she sat, her curled golden hair bouncing on her shoulders as she walked towards on of the room's far walls. With a gentle stroke of her hand, she activated a digital Mercator-projection map paired with a small screen with a vertical slider that displayed the present date and time. Mami touched the digital slider with a finger and dragged it down to change the date, stopping at December 1941. Zooming in on the Philippine Islands then revealed several red spots scattered throughout the archipelago.

"These spots are the sites of major conflicts in the Philippines during that specific month." Mami explained to a cautiously curious Homura who stood behind her. "The earliest battles were mostly air raids… and the greatest one would have been at Clark Air Base in Pampanga."

"Clark Air Base?"

"Yes." Mami nodded, a slight frown on her face. "Clark was the home base of the USAFFE's largest inventory of P-26 Peashooter interceptors in the Philippines. Disabling those interceptors would have been the Japanese military's priority."

'And so when the bombing began, the planes were disabled. It sounds like standard strategic bombing to me."

"According to the history books, yes…" Mami agreed, folding her arms as she thought. "But having an entire interceptor wing grounded and unable to fight back is strange, don't you think? Interceptor wings are drilled to face these sorts of attacks… but they just sat there and watched the bombs fall. The first aerial counterattacks came hours after bombing started. Even the anti-aircraft regiment stationed there took their time before actually shooting. A witch must have been involved."

Homura smirked, "And she was defeated by a Puella Magi."

"My thoughts exactly." Mami smiled. "That's the only explanation for the terribly late reaction."

Her words were then followed by a long yawn.

"Speaking of late…" Mami apologized. "It's already past midnight. Would it be alright if we continued this tomorrow?"

"Sure." Homura said, standing up and taking her leave before being stopped my Mami's voice.

"Akemi-san, please do come earlier next time – and tell me beforehand!" Mami chided. Her eyes then brightened and added, "Oh! And maybe we could get Miki-san and Kaname-san to join us next time too! I'm sure they would be very interested in the history of Puella Magi-"

Suddenly, Homura turned around and gave Mami her coldest glare. "No."

"No?" Mami asked, puzzled and suspicious. "Why not? They are interested in becoming Puella Magi."

"Those two…" Homura said cautiously, turning away from Mami's inquisitive gaze, "Aren't really that interested in the Second World War."

"Really?"

"Miki-san just uses History for naptime… and Madoka just draws. History bores them."

Mami fell silent, not too sure how she ought to reply.

"Only you and I can fully appreciate what we will go over." Homura said, now looking at Mami directly, "Unlike them, we _already are_ Puella Magi."

"I guess you have a point." Mami sighed. "I suppose I wouldn't want to directly influence either of them into contracting with Kyuubey. I brought them on a Witch Hunt, yes, but the decision to become Puella Magi is theirs to make. It wouldn't be right for me, or you for that matter, to influence their decision."

"That would be for the better." Homura said coolly as Mami showed her to the door, "I will see you tomorrow then."

"Yes. Tomorrow."

Homura gave Mami a small, appreciative nod, her dark black hair hiding her face, before walking away from the apartment. Mami watched as her guest descended down one of the staircases on her apartment floor, closing the door once Homura was out of sight.

She locked the door from behind her back then slid down hugging her knees, a smile still on her lips.

It was a small step, Mami knew, but it was towards the right direction. It finally seemed like she and Homura would get along.

* * *

**To Be Continued**

**Episode 4 Preview:**

"Bombs of steel, a bird of paper

A lone man flies

His comrades weep

With rosary in hand, a girl prays in tears

She asks for strength, strength I am willing to provide

The strength to combat despair."

- _Kyuubey_ -


	4. Strength To Combat Despair

 

It was early morning at Mitakihara Junior High and Madoka and Sayaka had already stopped listening to their teacher, Saotome-sensei, drone on and on about Algebra. Madoka had tried to listen, she honestly did… but she honestly believed that Algebra and morning classes never went well together. Sayaka couldn't agree more. Neither of those two girls could find the patience to just sit there and feign interest in the dragging morning lesson.

With their textbooks dutifully propped up on their desks, both girls pretended to be going over the Quadratic Formula. To the eyes of others, the duo seemed like another pair of bored, tired students trying to get through Math class. Behind their textbooks, though, the two of them were engrossed in a lively telepathic conversation. Their topic for the morning – none other than the mysterious transfer student again.

"Hmm… something's different about transfer student today!" Sayaka mentally insisted to Madoka. "She usually only takes notes during History, right? But look! She's got that notebook of hers out here during Math, right now!"

"Oh, you're right." Madoka agreed, seeing Homura busy writing on her notebook while Saotome-sensei droned, "I think she was writing on her notebook during English class as well!"

"You saw that too!" Sayaka cheered, "Well then, I guess we can be pretty sure now – that girl's up to something! She's got to be!"

"Eh… that's going a bit too far, Sayaka…" Madoka replied uneasily, "But she does seem different today, I'll give you that."

"Told you so!"

"She even seems… well, how can I put this… happier. I think."

"Transfer student? Happy?" Sayaka angrily shouted into Madoka's mind, "That girl's emotionless, Madoka! She's… whoa…"

Homura had left her notebook alone for a moment, turning toward the window and glancing out towards the bright blue sky. Madoka and Sayaka couldn't believe what they saw, Sayaka especially so. There was a happy glimmer in Homura's eyes and even a small smile on her lips. Before either of the two could tell for sure, though, Homura returned to writing on her notebook with her cool, collected face.

"Did she just smile?" Sayaka gasped, her jaw dropped like an idiot. She then shook her head vigorously, drawing a few stares from her nearby classmates. "Nah, can't be…"

Madoka, on the other hand, truly believed Homura looked happier, if just for a moment.

"Something good must have happened to her." Madoka suggested to the skeptical Sayaka. She then aimed her thoughts towards Mami. "Don't you think so too, Mami-san?"

There was no reply.

"M-Mami-san?"

"Oh God! Oh God!" Sayaka panicked mentally, "Transfer student got Mami-san! That's why she's happy all of the sudden!"

She then buried her face into her hands dramatically. Judging by the bemused faces of her classmates, the were starting to think she was having a bout of caffeine withdrawal. "Mami-san… why? Whahahyy~?"

"Oh! – Sorry about that." Mami then replied apologetically, her voice smooth over the mental link. "I was… a little busy, you see. What did you need, Kaname-san? And… why are you bawling like that, Miki-san? You sound like someone died or something!"

Mami laughed softly, making Sayaka groan and melt into her desk, stressed and embarrassed. Most of her classmates then turned away evidently relieved – caffeine withdrawal was a common occurrence nowadays after all and Sayaka was well-known for going over the top.

Just as Madoka was about to explain the situation she and Sayaka were in to Mami, she felt a chill running down her spine – Homura had turned to her and Sayaka and was giving them a silent glare. Sayaka's back straightened up in an instant and Madoka blinked in confusion. Homura then simply turned around again and got back to writing as if nothing had happened. Madoka blinked.

"Um, Mami-san…" Madoka then proceeded to ask shyly, "Were you and…"

The bell then rang before Madoka could finish her question.

"Nah, it's nothing. See you around, Mami-san!"

"Yeah." Mami replied, "See ya."

The students then scrambled to go out for recess and Madoka and Sayaka prepared to go on out as well. Homura, on the other hand, still had her things scattered around. She looked like she was planning to stay in the classroom a little while longer. Sayaka smirked determinedly.

"Madoka, come with me." Sayaka whispered, taking her friend by the hand, "Let's have a look see at what transfer student's been writing, shall we?"

"Sayaka!" Madoka warned, "That's… I don't think that's a good idea."

Sayaka paid no attention to Madoka's weak protests and just dragged her less-than-enthusiastic friend along.

"Hey-yo, transfer student!" Sayaka said with a grin, secretly eying the notebook on her desk, "Whaddup?"

Homura then turned to Sayaka to retort, giving her a clearer view of what was on her notebook. Sayaka then gasped with delight – Homura was drawing. Sayaka cleared her throat then laid a hand on Homura's shoulder in approval.

"I used to think you were stuck up and snobby, transfer student… and a really freaky student… but you're alright by my books today. You're just a normal girl!"

Homura was dazed by the dramatic comment, wondering why the energetic girl who she knew disliked her was patting her shoulder approvingly. Meanwhile, Madoka took this chance to take a peek at the notebook as well. There, she saw a top-down sketch of what looked like an air field. Many tiny notes were scattered around the sketch – the most prominent ones reading 'Clark AFB' and '4th Composite Wing'. Homura then saw Madoka peering over her shoulder, so she planned her exit.

"Excuse me, you two." Homura said plainly, starting to gather her things. "Please mind your own businesses."

The two girls then backed off and watched as she left the room without another word.

"Well." Sayaka said happily, "That went better than I thought it would have."

"Sayaka…" Madoka scolded weakly, trying to find words to say. As she pondered, Madoka saw Kyuubey hop out of her bag then walk out of the classroom.

"Where are you going?" Madoka asked

"Me?" Kyuubey blinked. "I have a little appointment to keep."

The creature then hopped after the rapidly disappearing Homura, melting into the mass of students in the hallway.

Kyuubey quickly trotted along the hallway until he reached Homura. He then slowed down to match the girl's purposeful pace, saying nothing but looking at her with queer curiosity. Homura, her face once again expressionless, didn't glance down at the little white creature invisible to most people's eyes as it threaded its way around her feet. In tense, absolute silence, they turned down a corridor leading to the school's library.

Mami Tomoe who was still working in her classroom, alone as usual, when she happened to glance up and catch Homura walking resolutely down the hall.

"…Akemi-san?" Mami thought to herself with wary happiness, "And… Kyuubey?"

Mami frowned, her brows coming together. She was not too sure what she thought of the strange sight. Why was Kyuubey following someone who had tried to kill him in the past?

Homura greatly disliked Kyuubey – it was a fact that both she and the creature knew as they glared at each other across the small wooden desk in one of the empty library's private study rooms. As a matter of fact, _great dislike_ didn't even begin to describe how much Homura loathed Kyuubey. She hated the monster, but she needed its information.

The dark-haired girl stuffed her hand into her bag and pulled out her notebook, along with one of the many formless screens from her home. She set the screen between her and the creature and let go, allowing the screen to weightlessly float up to hover near the study room's ceiling. She then opened up her notebook to the page with the sketch of Clark Air Base and pushed it across the desk towards the creature.

Kyuubey lowered his head to look at the sketch and read the many small notes crammed around it. He then turned back to Homura. "You've done your homework."

Homura didn't reply.

"Straight to the point, huh…" Kyuubey noted. He then reached for the screen with a small white pall. "Very well, then. Let's begin."

Homura watched the screen flicker with static before stabilizing into a dim picture of the real Clark Air Base in December 8, 1941.

* * *

**Act II – Post Pearl Harbor**

" _The zero-hour has arrived. I expect every Filipino – man and woman – to do his duty. We have pledged our honor to stand by the United States and we shall not fail her, happen what may."_

The determined words of the Philippine President, Manuel Quezon, was broadcast by radio stations all over the Philippines that late, bright Monday morning. As soon as his desperate call to arms ended, the program jumped to grim NBC news updates on the situation at the recently-attacked Pearl Harbor, Roosevelt's passionate speech to the American Congress adamantly calling for a formal declaration of war with the Empire of Japan and rumors that Japanese bombers were headed for the Philippine islands next.

"What a load of bullcrap!" An American military policeman manning the radio loudly groaned from his table in the bamboo-roofed mess hall. Irritated, he banged his hand on the set as if it were broken. "Hey, hey, I tuned in to the entertainment station – where's the goddamned music? I didn't tune in here to listen to Quezon and Roosevelt soil their trousers, ha!"

The mess hall then burst into bouts of laughter. The American servicemen clustered in little groups around the open-aired room. Most of them were pilots and garrison soldiers still nursing hangovers from the previous night, jeering as if the series of emergency broadcasts were a comedy skit. Every man there thought that war with Japan was some sort of joke.

A Filipino mechanic, clad in his khaki work shirt and trousers and a matching baseball cap marked with the USAFFE roundel, and his daughter, wearing simple buttoned dress and an olive green skirt and a leather stringed scapular around her neck, approached the hall. Even from afar, the two could hear the Americans' swear-peppered mockery of the broadcast but neither of them really minded. This was, for them, a rather typical occurrence so they just walked on by.

The father and daughter got trays and plates from a counter then scooped up steamed rice for themselves from a large metal pot. They then found themselves seats at the far end of the hall, a good distance away from the rowdy fun near the radio in the middle. Finally, music began playing on the hall's radio set, much to the delight of the Americans.

"The Americans seem lively today." The mechanic told his daughter in Filipino in his amused voice, "Do you think they somehow got Christmas _lechon*_ brought in from town, Ligaya?"

"Nah, that can't be it." Ligaya smiled, speaking in Filipino as well, "If the _lechon_ was already here, Mr. MP over there would have the signal officers announce it all over the base!"

The father and daughter laughed quietly. Ligaya covered her mouth, scrunching up in her chair to hide her giggles. Her father, on the other hand, openly laughed with his mouth wide open, showing off the missing molar on the top row of his teeth. Affectionately, Ligaya's father ruffled his daughter's curly black hair.

"Let's pray." The mechanic said, putting his hands together and closing his eyes solemnly. His daughter followed suit. "Bless us o Lord and these thy _gifts_ , which we are about to receive through thine bounty, through Christ, our Lord…"

"Amen!" Ligaya finished happily, "Let's eat!"

Ligaya then turned to the plates of steamed rice they had brought from the pot while the father took out their morning food rations – a tin can of corned beef and green peas, one for each of them. The mechanic expertly pried the cans open with a pocket knife then unceremoniously dumped their contents over their rice.

"Corned beef and peas again?" Ligaya groaned, disappointed, "You know, dad, some _lechon_ does sound pretty appetizing right now…"

"Well, that's the standard-issue base food for you, _anak*_." Her father sighed, shrugging, "But…"

He then took a small can out of the pocket of his trousers, wearing a wide smile on his face as he hid the label from his daughter.

"Payday was yesterday for me, so I got you something special today. Look, orange juice!"

Ligaya's dark brown eyes brightened up immediately.

"Thank you!"

"It's the least I can do for you, _anak_." The mechanic said happily, poking a hole into the top of the juice can with his pocket knife, "After all, I am dragging you with me to work everyday… there's nobody to look after you back in Batangas, after all."

"Don't worry about me, _itay*_." Ligaya said between small sips, savoring every sip she took from the juice can "I'm happy here at the base. I love watching the planes fly and everything – they're all up in the sky because of all the work you put into them. It makes me feel proud, really!"

"I'm glad to know someone appreciates my handiwork." Her father wearily snickered, "Those drunk fighter pilots over making asses of themselves take it all for granted. I just hope the Fortress flyboys coming in from Nichols are different."

"Fortress?"

Ligaya's father opened his mouth, hoping to reply, but spotted a small line of planes coming in a thin line, one after the other, in from the distance – B-17 Flying Fortresses from Nichols Air Base. They had come to Clark to refuel and to re-arm for a photo-reconnaissance mission over Japanese-controlled Taiwan later in the afternoon.

"We ought to eat quick, Ligaya." The mechanic advised, avidly digging into his food, "Can't keep all those planes waiting! You want to watch me work on them today, right?"

Ligaya nodded understandingly and the two of them ate as fast as they could move their forks and spoons with a comfortable silence between them. Once they finished, they set their plates and trays aside for the kitchen staff and walked briskly through a dirt road cutting through the main base complex, headed for the tarmac right outside main hangar to where the Fortresses would be parked. Ligaya, sipping peacefully at her orange juice, could see the American bomber planes begin to descend and turned to her father smiling. Her father usually got excited about working on new planes aside from the Peashooters usually stationed at Clark. His face would flush and he would widely grin, showing off his missing molar, as he serviced the visiting planes with utmost fascination.

Instead, when she looked up, Ligaya saw her father's curiously blank, pale face. His wide, dilating eyes weren't fixed on the incoming Fortresses but far up into the sky. They were hazy, as if he wasn't able to see. Beads of sweat rolled down his face. Belatedly, her father noticed and jerkily managed to fish a small rag out of his pocket and wipe his sweat.

"Dad?" Like a child, Ligaya carefully tugged at the sleeve of her father's shirt. "… Is something wrong?"

Her father suddenly blinked. His face returned to its normal color and his eyes managed to focus on his worried daughter, tugging at his sleeve.

"Nah…" the mechanic slowly assured. "It's just… the sun's really bright today, isn't it?"

With an attempt at a smile, her father continued to walk down to the tarmac, his pace slower than before and his shoes dragging on the dirt road more often than usual. She hurried to catch up with her father, watching him carefully should he start to act strange again. The father and daughter then passed by a military policeman posted near the hangar – an acquaintance of theirs. He too was a Filipino who had come from Batangas so they often greeted him other or stopped to chat whenever they crossed paths. They nodded to him respectfully, but instead of his usual lively ' _Ala eh, kabayan*!_ ', he did not turn to them or even reply. His eyes were just fixed upwards at the sky.

"Why did I come here…?" He muttered in Filipino. His voice was curiously empty, "I shouldn't have signed up…"

Ligaya and her father looked at each other, apprehensive and a little bit frightened. Without a word, they carried on down to the tarmac where the Fortresses were now neatly lined up.

Ligaya's father wasn't the only worker in the base who had scrambled to the tarmac to service the bombers. There was a large crew of maintenance workers posted in the base, enough to refuel the bomber squadron and fit them with equipment within the hour. But like the military policeman acquaintance, the crew seemed to have stopped halfway to look up to the skies, their wide eyes glazed over and sweat rolling down their brows.

It wasn't only the maintenance crew acting strangely – the rest of the garrison, soldiers and officers, seemed to be caught in the same daze. The rancorous sounds of the American pilots back in the mess hall had simply died away – leaving only the empty sounds of cheery brass-band music.

"What's going on here?" Ligaya's father near shouted. He shook a fellow maintenance worker. "Hoy! Hoy! Aren't we supposed to be servicing these birds for a mission?"

Slowly, the maintenance worker's head lolled down and turned to Ligaya's slowly panicking father, staring blankly at him.

"It's too late for that…" The maintenance worker said in the same curiously empty voice as the military policeman's. "Look up… you'll understand why."

With dread, they looked up to the clear blue sky.

Planes. Japanese planes. Many long lines of planes flew in V-formations in a larger number than the ones they were used to seeing. Over a hundred Japanese planes, a mix of fighters and tactical bombers, roared from afar and were headed straight for Clark Air Base, silent as everyone seemed to be looking up in melancholic, unearthly awe. The interceptor planes, the anti-aircraft guns… all silent.

Ligaya's eyes went wide. The treasured can of orange juice slipped through her fingers and hit the ground, its loud sound echoing through the still base.

" _Punyeta*! WAKE UP!_ " The mechanic ordered firmly, finding his voice again with grim determination. "It's the Japanese, for crying out loud! Sound the alarms! Get everyone ready to fight!"

No matter what Ligaya or her father did or how desperately they pleaded, the maintenance worker wouldn't budge or acknowledge them. Ligaya and her father ran around, trying to snap the nearby workers out of their daze somehow but to no avail. They realized with sinking fear that nobody else would pay them any heed either.

Her father paused, giving up on rallying the dazed people together staring strangely into the sky.

"Ligaya, come with me." The father determinedly whispered, "We'll sound that alarm ourselves!"

"But… nobody's paying attention to us now! Do you think the alarm would work on them?" Ligaya protested as her father seized her hand and dragging her away.

"We have to try, don't we?"

"Th… the communications shack!" She suddenly shouted, an idea running through her mind, "We can radio Manila for help there!"

Her father suddenly smiled. "Good idea as always, Ligaya! Let's go, then!"

The two of them then ran for their lives towards the little, inconspicuous shack tucked at the very end of the main dirt road. Ligaya looked wildly over her shoulder and saw the planes come nearer and nearer. She shouted for the others to run and take cover but was horrified by how nobody would even bother to move. The first line of planes, brand new Mitsubishi Zeroes swooped down ahead of the rest and strafed at the grounded USAFFE planes and their crew. All the while, nobody would move. With a cry, Ligaya turned away as explosions rocked the tarmac and as dozens of people were maimed by machine gun rounds or blown to bits by light bombs.

"What's happening to everyone, dad?" She sobbed, truly frightened.

"I don't know, _anak_ … I really don't know… just stay close to me! We'll get help!"

Panting and heaving, they reached the communications shack and threw themselves inside to take cover from the rampaging Zeroes. Scrambling back up, they found an American signal officer slumped over his seat. There was a pool of blood forming beneath him and the barrel of the revolver in his limp hand was still smoking.

Ligaya nearly cried out but clamped her mouth down, resolving to be as strong as her father who removed the officer's revolver, set it lightly on the table and gently lowered the corpse to the ground. She determinedly stared down at the floor, but not before a strange red mark on his neck, twisted and complex, caught her eye. Before she could tell her father about it, he pushed away the bloodied chair, set his cap on the radio table and stood before the base's radio to turn it on.

"Ligaya…" Her father called, radio headset over his ears, interrupting her fearful thoughts about the strange mark, "See that lever over there by the door? Please pull it – that'll sound the alarm."

Ligaya took a deep breath and yanked down on the metallic lever, sounding the air raid alarms that should have gone off many minutes ago. The loud, wailing sound filled the base but it did not make a difference. Nobody ran towards the interceptor planes. Nobody burst into the communications shack demanding for answers. Nobody came to man the anti-aircraft guns.

The father and daughter were desperately losing hope. The base's radio transmission functions were hampered as the sound of static overriding Ligaya's father's calls for help. They managed to hear choppy messages from other air bases over the archipelago, all reporting Japanese air strikes and requesting aid as well. And still, even with the wailing alarm sounding away, nobody else at the base stirred.

"I don't understand!" The mechanic cried, throwing the headset onto the floor in frustration. "Is it really going to end like this?"

He threw his hands up to the air and rubbed his temples. Suddenly, he groaned sadly and seemed to stiffen. His expression slipped back into blank anguish, just like what had happened to him earlier.

There was a red mark on his neck.

Her father's hand dropped and inched towards the revolver sitting on the table. With a cry, Ligaya knocked the revolver onto the floor and swung her arms around her father.

"Dad!" Ligaya shouted in frantic fear, "Get a hold of yourself! We shouldn't give up yet! We can't give up!"

When Ligaya looked up, tears welling up in her eyes, the red mark had disappeared. Her desperate words had somehow gotten through to him. Her father blinked and the stillness in his body faded away, replaced by taunt readiness.

"You're right, Ligaya." The father agreed, fierce determination replacing his anguish. "We shouldn't give up now… there's still something we can do."

His eyes found the USAFFE roundel patched onto his cap on the table and his eyes sharpened.

"Ligaya." He said as he picked up his cap, "Go back to the mess hall and get those fighter pilots up on their feet! Their Peashooters should be up in the sky!"

Ligaya, seeing her father reinvigorated, joyously grinned. "Understood!"

"Take these." Her father said, pressing his pocket knife and a small rosary into his daughter's hands. He then picked up the revolver, still loaded with five shots, off the floor. "Drag those Americans into the Peashooters yourself if you have to!"

"Yeah!" Ligaya nodded, preparing to head off before hesitating. "What about you, dad? What are you going to do?"

"Take a leap of faith." He replied, almost cheerful, "I'm taking a Peashooter to the sky."

"Dad!" Ligaya quickly protested, turning back around. "Do you even know how to fly those things?"

"I know those Peashooters better than any pilot in the Philippines, Ligaya. The engine, the rudders, the Browning gun… I've assembled them, repaired them and tended to them all. I just need to trust in the machine and to trust in myself!"

"But…!"

"And I want you to trust in me, Ligaya. I promise, I'll come back to you!" Her father smiled, ruffling her hair. "Now get those flyboys off their lazy asses. I don't want to _greet our guests_ by myself!"

With a last pat on Ligaya's head, he ran off to the nearest hangar.

Trust her father. Ligaya gripped the pocket knife and the rosary in her hands and set them close to her pounding heart. Trust in him and his abilities…

Her father, Nicanor de la Cruz, was the best mechanic in Clark and arguably in the entire Philippine archipelago. Though he had only finished Elementary and a year of High School before he was forced to drop out, he had a knack for learning and tinkering with the inner workings of machines and gradually earned a reputation for being able to fix nearly anything, always with a broad smile of confidence.

It was why he was the mechanic the pilots often turned to when they wanted their planes checked. And what sort of a mechanic wouldn't know how the planes he worked on worked? Surely, she could trust him. He always kept his promises. Always.

She could trust him. She could trust him. She would trust him.

She kept repeating this to herself as she ran back to the mess hall. Though the dazed American pilots still gathered around the hall's radio ignored her pleas and her tugging, she continued to repeat those words in her head. As she held on to her rosary, she told herself that she would just have to believe in him and believe that God would deliver them from this hardship. After all, faith was all she had. However…

"Faith won't be enough to save him, you know."

There, seated atop the mess hall's radio set, was a small white—creature—with soft white ears, soft white skin an a soft little smile, watching Ligaya with its round, little red eyes.

"Your father is going to die, and so will everyone here in the base."

Ligaya's hands gripped the knife and the rosary so firmly that it almost stung.

"Why?" she demanded, shakily pointing the knife at the creature's round face, "Tell me, why?"

The second wave of Japanese planes, a cloud of Mitsubishi G4M medium bombers, then started unleashing their payload over the already devastated base, their heavier bombs setting planes and buildings near the mess hall ablaze. Ligaya fell to her knees in fright, but still had the knife pointed at the creature. The creature, however, just sat atop the radio without any hint of fear as walls of flame and explosions illuminated its face.

"There are about a hundred planes flying over Clark, _Binibining*_ Ligaya." The creature explained, watching as a single P-26 Peashooter roared into life off the base's smoldering tarmac, "The odds are not in his favor and time is not on his side. Everyone else here at the base is under a Witch's kiss, so isn't it only logical to assume…"

Ligaya gasped.

"You!" She cried, standing upright again and leaping forward to hold the knife at the creature's neck. "You have the pilots – the garrison – under your ungodly spell! Release them, you Judas!"

"Oh?" The creature asked, puzzled, "How can I release them if I'm not the one holding them hostage? Silly girl."

As the creature shook its head, Ligaya's surroundings started to change.

The air wavered unsteadily for an instant, colors running together and shapes and edges warping. The flames and explosions became bright and dull and everything around her started to look less real. Her eyes were strained by the bizarre sight, making her blink rapidly. When her sight stabilized, she no longer stood in the mess hall and the wooden floor she had stood on had become like yellowed parchment paper filled with flowery symbols and runes. Uncanny newspapers, still strung together as they would have come out of a printing press, were also covered in those symbols and countless lines of these newspapers weaved together to cover the sky like festival banners.

A giant eraser made of clay began to materialize, growing lead arms and lead legs and beady pencil-drawn eyes that fuzzed like in an old motion picture. The eraser turned to Ligaya and the creature and took large lumbering steps towards them, drawing thick dark lines on the yellowed paper beneath it. Ligaya fell back and screamed in horror, but the strange white creature just watched the approaching eraser and the strange, papery surroundings with odd interest.

Countless little white crumpled papers in the shape of eggs, all having funny beards and gaping mouths then came up behind the eraser, spinning around in mid air as they encircled Ligaya and the creature.

"This has got to be a dream…" Ligaya breathed heavily. The crumpled papers piled themselves on top of each other like brick walls and gave Ligaya savage grins. The twisted clay eraser gave a low, low laugh and smiled at Ligaya with cruel glee. "It's a dream… just a dream – it has to be!"

Desperately she clamped her arms around her head and turned away from the approaching mass of bizarre objects.

"It's all a dream, and I'll wake up!"

"This is not a dream." The white creature then firmly corrected, "You, Bb. De la Cruz, are in a Witch's barrier. That eraser coming our way is a Familiar. And, if you would look further out - there's the Witch."

Ligaya hesitantly looked up.

Between the cracks of her shaking fingers, Ligaya spotted a paper crane, its wings frilly and frayed, with a bloody, razor-sharp beak and serrated yellow talons flying and sweeping clumsily through the newspapers lines suspended in the sky. Wherever it flew, it laid crumpled white papers that fell to the parchment floor, bounced once or twice before spinning round to join their kin.

Ligaya turned from the crane to face the crumpled paper balls with her knife, but there were too many of them to count. The closest paper balls formed a circle and closed in on Ligaya and the incapacitated pilots.

"As long as this barrier exists," The white creature evenly said, "Clark will stand still and all these men will stay in this state… and your father will fly alone."

"How do I— how do I—stop—break this thing?" Ligaya frantically asked, trying to slash at a dancing crumpled ball of paper that was spinning too close for comfort.

"Defeat the Witch, naturally! The barrier will break and everything will return to normal!"

"Defeat that?" Ligaya stared up at the crane, now perched upside down from the newspapers in the sky. "I… I can't do that…!"

"Of course you can!" The creature said, "You have the potential to defeat this Witch without a problem."

"Really? How!" As the crumpled balls inched closer and closer, Ligaya became more desperate. "Tell me now!"

"It's simple! All you have to do is sign a contract with me, and become a—"

Before Kyuubey could finish, the crisp sound of a match striking against a matchbox resounded throughout the barrier. Then, moments later, a glass Coca Cola bottle filled with gasoline and stuffed with ignited parchment flew and struck the clay eraser. The glass broke and the flaming gasoline spread, engulfing the eraser and many of the small paper balls dancing near it in flame. They dropped to the floor scorched.

Ligaya looked around to find where the firebomb had come from. Then, walking down where the Clark's main dirt road used to be was a tall American girl in her early twenties with a cigarette in her mouth, her long brown hair tied into a high ponytail. The handles of a baseball bat and a fire ax stuck out of a brown knapsack that hung from her shoulders and an M1911 pistol sat holstered by her hip.

"I'll take it from here, Kyuubey." The American then confidently smiled, spitting out her cigarette and stomping it out. She then drew out the baseball bat and rushed at the disoriented paper balls. With quick whacks from her bat, the crumpled paper balls shattered and bled black ink that dirtied the parchment ground.

The giant eraser, with a few small embers still burning all over its body, then started to stir again and struggled to get back up on its lead feet. The American noticed this then drew the red paint-tipped fire ax from her bag and chopped off the eraser's legs then its arms. With every swing of the ax, the eraser shrieked, its penciled eyes widening in grotesque pain. Now that the eraser was crippled, the American walked up to the eraser's head that lay vulnerable on the parchment floor. She lifted up the fire ax as high as she could like an executioner and let it drop. The head of the clay eraser broke into two and it abruptly fell silent.

Fearful of their new opponent, the paper balls retreated deeper into the paper barrier, seeking the protection of the paper crane, still perched upside down from the newspapers. Ligaya watched the American girl drew her pistol and kneel to steady her hands, still shaky from swinging the bat and the ax. She hoping to shoot at her retreating foes. But suddenly, the tall American girl lowered her gun and returned it to the holster muttering, "Not worth it."

The American stood up, patted the dust from her skirt, lit another match and a new cigarette then took a big puff before turning to Ligaya who looked at her with unblushing amazement. The American girl glanced at the shocked Filipina girl and the incapacitated pilots gathered around the radio, nodded at the white creature and smiled, satisfied that the Witch's minions had not harmed them.

"Are you alright?" She asked Ligaya in English.

"Fine." Ligaya managed to reply in heavily accented English. "Pero… but… pilots! Base! Japanese everywhere!"

"I can speak in Filipino too." The American girl assured, now talking in Ligaya's native tongue, albeit a little bit stiffly. "The name's Audrey Burnham – glad to make your acquaintance."

"Ligaya de la Cruz." Ligaya replied, "But – the base is in danger!"

"I know what's going on here in the Air Base – and I know about the Witch too. It has to be defeated, right?"

"Can you do that?" Ligaya asked, her amazement growing tenfold.

"Of course, Miss Audrey can. She's a Puella Magi, after all." The little white creature patiently explained in its high, little voice.

"Puella… Magi…" Ligaya repeated softly

This Audrey girl smiled at Ligaya's blank looks of confusion mixed with fascination. She turned her wrist to show Ligaya a small gold ring and an amber gem mounted in the middle and said, "This is a Soul Gem. Only Puella Magi have them. Our job – to beat the living daylights out of Witches like that one over there!"

The American raised up her ring. The ring suddenly melted off her finger and became an oval, glowing amber gem cased delicately in gold and it surrounded Audrey in blinding, bright amber light. Wrapped warmly by the light, the clothes of the American girl changed before Ligaya's eyes from the ground up. High-heeled brown leather boots replaced her low-cut shoes. Her long, breezy travelling skirt turned into a shorter amber skirt. Her proper _hacienda_ -styled blouse became a military jacket in cream, similar to a US Cavalry officer's. Lacy white gloves covered her bare hands and a wide ranger's hat gently rested atop her brown hair. Finally, a golden cloth neckerchief wrapped loosely over her shoulders like a scarf. The amber light faded away and became a delicate golden necklace with a shining amber pendant which Audrey chained around her neck.

"Alright!" The American said with a wink, "Just give me a minute here – it'll be over before you know it!"

Carelessly, she pulled off the cloth neckerchief and swung it in front of her. Two dozen 2-inch medium mortars loaded with their large, unwieldy-looking ' _Toffee Apple'_ shells slammed onto the parchment ground, displacing runes and symbols. With a snap of her fingers, the battery of mortars fired and the large bombs pierced through the newspapers hanging from the sky and rained all over the remaining paper balls and the paper crane, knocking the crane out of its upside down perch. Before it hit the ground, the crane twisted and flew at top speed towards Audrey seeking revenge.

Unafraid, Audrey waved the cloth again, replacing the mortars with 20mm anti-aircraft guns that pounded the approaching crane with clouds of black shrapnel. Despite the heavy bombardment, the blackened crane, its body lacerated and its black ink-blood spilling all over the paper ground, managed to withstand the punishment Audrey had dished out. It closed in on Audrey and prepared to swipe at her with its serrated talons.

"No touching, please!" Audrey taunted as she threw her neckerchief into the air. What appeared now was a single 57mm anti-tank gun aimed directly at the heart of the paper crane. With one hand, she pulled the trigger, the 57mm shell tore easily through the paper crane, while catching her cloth with the other. Smiling, she watched the crane explode into a million shreds of burnt paper.

A peculiar black object, a Grief Seed, then dropped onto the paper floor.

"That was close…" Audrey sighed, quickly wiping her brow as she picked it up. The barrier then crumbled, colors hazing and twisting again. In a moment's time, they were all back in Clark's mess hall. Audrey's clothes returned to the clothes she had been wearing before and restored her Soul Gem into it's ring form. Seeing the fascination in Ligaya's wide brown eyes, Audrey gave Ligaya a thumbs up.

The pilots, a little groggy from their unnatural sleep, were rudely awoken by the sight of Japanese bombers leveling their airbase and the deafening sound of the air raid siren that had been blaring for almost half an hour.

"Good God!" One of them cried, stumbling out of his chair, "What the hell is going on?"

Apparently, the other soldiers of the garrison had woken up as well. Anti-aircraft guns and machine guns of Clark's AA regiment finally started to shoot back at the Japanese planes. Ligaya dared to look in the sky and saw a P-26 Peashooter, the one her father had hastily decided to pilot, disrupting the Japanese assault, shooting down one then two Zeroes and a G4M medium bomber. She felt tears of heavy relief welling in her eyes.

While Audrey fought the Witch in her barrier, A patrol squadron of five American P-40 Warhawks had found their way to Clark and had supported the lone Peashooter before the battle was joined. Their unexpected intrusion into enemy lines had drawn the Japanese squadron's attention away from the grounded planes, sparing a dozen or so Peashooters from dishonorable deaths. Their delaying tactics had cost the Japanese planes a good deal of their fuel too, and were forced to retreat and keep what fuel they had left for the return trip. Through her tears, Ligaya could see the bulk of the Japanese planes turning around – it was the perfect chance for a counterattack.

"Up and at em, soldiers!" Audrey then cried, rousing the other pilots from their daze, "Give those pesky Japs a good ole spanking from Uncle Sam!"

The situation was too urgent for any pilot to stop and ask how a pretty, young American woman had managed to get onto the base. The pilots scrambled off their chairs and tried to find themselves working planes to fly. The remaining twelve Peashooters roared in concert and took to the skies, chasing after the retreating Zeroes and G4M's under the cover of Clark's scattered flak. Together, the rag-tag fleet of American interceptor planes and the AA regiment shot down an eighth of their number.

Ligaya clapped her hands together in prayer and silently thanked God and silently thanked her father. Lastly, she managed to choke out a squeaky, teary thank you to the grinning American girl.

Pyrrhic as it was, what would have been a crushing total defeat had been turned into a victory.

**To Be Continued**

* * *

**Episode 5 Preview:**

"The Philippine Archipelago

Known to many as the Pearl of the Orient

This is the land my father and I love

Peaceful and serene, she was not prepared for war

But, come what may, by the grace of God

We choose to fight."

- _Ligaya De la Cruz_ -

* * *

**Extra Translation Notes:**

_Lechon*_ \- A favorite Filipino dish. A whole pig roasted, seasoned or not, over a fire until deliciously toasty. A treat for meat eaters (like me) and a horror for vegans. Commonly served for celebrations like Christmas. Trust me - it's tasty!

_Anak_ * - The Filipino term for ' _child_ '. When said before or after a sentence, it can become a form of endearment when addressing one's child.

_Itay*_ \- The more casual Filipino term for ' _father_ '. The more formal ones are either ' _tatay_ ' or ' _ama_ '. Can also become a form of endearment when added to sentences when addressing one's father.

_Ala eh, kabayan!*_ \- A Filipino expression from the Batangas region from where Ligaya and her father are originally from. Can mean a variety of things ranging from ' _oh!_ ' to ' _really?_ '. _'Kabayan_ ' means _'fellow countryman'_ or a greeting for a neighbor or can also be loosely used to call friends.

_Punyeta_ * - A Spanish insult meaning ' _bitch_ ' or _'son of a bitch_ ' depending on the target of the insult, properly spelled as Puñeta. It was adopted (unofficially) into the Filipino insult vocabulary as ' _Punyeta'_ and can be used to desperately address someone. Use responsibly.

_Binibini*_ \- Not to be confused with Misaka Mikoto. The Filipino honorific signifying ' _young lady_ ' or ' _little miss_ ' or the French ' _mademoiselle_ '. When paired with a noun, it becomes ' _binibining_ ' (ex. Binibining De la Cruz). Shortened, it becomes ' _Bb._ ' (ex. Bb. De la Cruz)


	5. We Choose To Fight

**Act III – Advancing in a Different Direction**

December 15th, 1941 was a day many at the Clark Air Base did not live to see while those who survived gladly embraced it. The base, by then, was now little more than a graveyard of countless planes and men and women and a maze of fire-gutted buildings, army tents and makeshift sandbag pillboxes – a somber sight for somber men fighting a somber war. This base, though, awoke to an awe-inspiring sight.

Headed southewards from the plains of Pampanga was a seemingly endless line of men, army trucks laden with weapons and supplies and tanks of the US Army. This was the vanguard of Maj. General Jonathan Wainwright IV's North Luzon Force which was making its way down the old paved military highway that ran alongside the base proper. The weary pilots of the Fourth Composite Wing and the few subdued survivors of Clark's garrison and maintenance crew watched the brigade cross the highway from their tents and pillboxes and cheered merrily.

"U.S.A! U.S.A!"

They waved US flags and saluted the vanguard with respect. Maj. General Wainwright watched the cheering garrison of the airbase from his army jeep and returned the salute. The cheerfulness and liveliness, though, was unrequited. Wainwright and his officers stopped by the airbase while the vanguard carried along down the military highway to the Bataan Penninsula.

"Good day, sir." The commanding officer of the Clark garrison came out to meet Wainwright. "We have matters to discuss, I believe."

Wainwright nodded, albeit grimly. He and his officers then joined the Clark's CO* in his command tent for a briefing. The CO had hoped that the North Luzon vanguard would be there to stay – or at least a few army units be transferred to support the garrison. These hopes, though, would be apologetically crushed.

The North Luzon Force was retreating southwards to the Bataan Peninsula. Within a few days, the Clark garrison too would have to retreat.

A bottle of whiskey would be passed amongst the men before Wainwright delivered this sobering news to the CO. Even though Douglas MacArthur, commander of the USSAFE, called this retreat as 'advancing in a different direction', the calm and optimistic Wainwright thought it was a bad joke.

"So—so you're saying—Clark is a lost cause?" The CO asked, stunned and speechless.

"I wish it weren't the case..." Wainwright said, "But those Japs are breaking through our lines faster than a hot knife through butter. Percival* and the Brits at Malaya don't seem to be doing that well either – they're making their last stand at Singapore too."

"If you're writing off Clark, then what will become of the Fourth Composite Wing? Nay! What will become of USAFFE's air force?"

"The Wing and the rest of our air elements will be transferred to the Royal Australian Air Force – the RAAF." Wainwright answered as gently as he could. "Doug tried to keep our flyboys here in the Philippines, but he can't disobey an order from FDR himself. Even the Pacific Fleet won't be staying at Sangley Point, Cavite for very long."

The CO, even after a few heavy pauses, was only able to manage a weak "It's a shame… War Plan Orange, then…"

The CO took one big swig of whiskey then gasped, trying to wash Wainwright's news away from his mind.

"Never thought I'd see the day."

Outside the command tent, the surviving pilots of Clark's Fourth Composite Wing were lined up. They had been summoned earlier by their CO for inspection and were growing rather impatient. Once Wainwright stepped out with his officers and the CO, the American pilots quickly gave sharp salutes. The CO gulped. He could tell that these men were hoping for good news. Instead, he repeated Wainwright's report to them - The Fourth Composite Wing was going to Australia.

Some of them quietly sighed in relief, but the rest were silent. They took the news with heavy hearts.

"So, gentlemen." Wainwright then said, as soon as the officer finished, his gaunt face turning to look at the men lined up, "I know did not bring the best of news just now, but there is some silver lining in these clouds."

The Maj. General smiled.

"Which one of you is Mr. De la Cruz? He's been nominated to receive a Distinguished Flying Cross."

The American pilots looked among themselves with fidgety eyes, weakly shaking their heads as if they didn't know who this 'Mr. De la Cruz' was.

"Where is Mr. De la Cruz?" Wainwright repeated with confusion, "I was told he was personnel here at Clark. He flew a Peashooter in the middle of the Japanese bombing of this base and rallied some Warhawks to drive the Japs out that day."

Still, the pilots intentionally kept their silence. They wanted to hide the identity of this Filipino mechanic. Maybe one of them could masquerade as Mr. de la Cruz and snatch the medal away for himself – a handful of them were actually planning to do so. Nicanor De la Cruz was just a mechanic after all, not to mention a poor Filipino man. Surely, someone of his caliber was not worthy to receive an American award, let alone a coveted Distinguished Flying Cross.

A tongue clicked disdainfully nearby, snapping the pilots' attention from their scheming. They turned to where the sound came from and saw an American woman in her early twenties leaning against the command tent. A lit cigarette sat in her hands and an M1911 pistol hung by her hip. The pilots' collective silence irritated her, so she spoke out.

"General Wainwright." She started politely, calling out the Maj. General "The person you are looking for is Mr. Nicanor De la Cruz. He's just a mechanic here at Clark, but the rumors about him are true. He was the first man to respond to the Japanese attack."

"Oh?" Wainwright himself was surprised to find her standing there, "And where might this Nicanor De la Cruz be?"

In a distinctly Filipino fashion, she pointed towards the charred mess hall with her lips. It made Wainwright wonder how an American girl of her age could be so accustomed to Filipino mannerisms. Still, Wainwright turned to the mess hall to find a young Filipina girl and her father clearing out the mess hall. Drenched in sweat, they salvaged what materials they could find and were building up a makeshift machinegun nest from the debris for the garrison to use.

The father and daughter were so engrossed in their work that they didn't stop to watch the North Luzon Force going through the military highway. They didn't even know Maj. General Wainwright was visiting them as they worked. In stark contrast with the somber surroundings and the tough, tough work they were doing, Ligaya and her father were in good spirits.

"Ligaya! Ginoong De la Cruz!" Audrey called out with her hands cupped together, in Filipino, no less " _Hinahanap ho kayo_ – someone's here for you!"

Hearing Audrey's call, Ligaya and her father set their tools aside then wiped their sweat from their brows. They turned towards the sound of Audrey's crisp voice to find her standing with the Maj. General and the pilots. Also, this Maj. General was making his way towards them. The father and daughter were naturally surprised.

The two hastily scrambled up to give the Maj. General a salute. The major general returned the gesture while carefully weighing Ligaya and her father with kind eyes. Ligaya felt like she was shrinking.

"My dear, you don't have to salute." Wainwright chuckled, patting Ligaya's shoulder. "It's us adults who'll be doing the fighting."

Ligaya pouted at Wainwright's comment.

"But your spirit _is_ admirable – I'll tell you that much. It's a refreshing sight." Wainwright added, defusing Ligaya's irritation somewhat. The Maj. General then turned to the father standing beside Ligaya.

"You're Mr. Nicanor De la Cruz?" Wainwright asked.

Nicanor nodded then gave a heavily accented 'yes'.

The Maj. General extended his hand to Nicanor and the two men shook hands. Nicanor, though, didn't seem to understand why? Seeing Nicanor's confusion, Wainwright finally told the mechanic about his nomination – a nomination for the Distinguished Flying Cross. Stammering in disbelief, he gratefully thanked Wainwright. Ligaya couldn't help but feel happy for her father.

"On top of the Flying Cross, I would like to make you an offer, Mr. de la Cruz." Wainwright then said. "Would you like for me to move you and your daughter here to Australia with the Fourth Composite Wing? It would be much safer, and honestly, wouldn't be very hard for me to arrange."

Ligaya's father thought for a moment, but then gave a firm, albeit accented, reply.

"Thank you sir—but Philippines is home, me and my daughter." He said, making gestures to supplement his broken English, "We want to stay, fight beside countryman. We want, win war against Japanese!"

"Yes!" Ligaya confirmed, sharing her father's enthusiasm, "We fight for homeland!"

Wainwright looked at the father and daughter with admiration before smiling again.

"Well then, Mr. De la Cruz…" Wainwright said, rubbing his chin, "If that's the case, then I guess my Philippine Scouts (PS) platoons could use some more Filipino-speaking NCO's. The Scouts are great fighters, yes, but having to translate in the heat of battle isn't something we'd want to do often. How does a promotion to Sergeant sound?"

"In Army?" Nicanor asked, his eyes growing even wider.

"Yes, sonny, in the Philippine-US Army."

Nicanor and Ligaya turned to each other, unable to believe what they had heard.

"It be an honor!" Nicanor then said.

Then, Ligaya jumped and hugged her father as tightly as she could. The father and daughter thanked Wainwright over and over and were absolutely overjoyed. The sight was a bit out of place in the grim Clark AFB, but it was a glimmer of hope everyone there was happy to see. Audrey smiled as she watched them from afar, puffing on her cigarette casually. The scene warmed her heart, she thought. It was a sort of warmth that she didn't feel much of – back then. The thought made her feel a little bitter, but she shook her head. She then turned her eyes up to find the sun shining up in the blue sky.

Audrey's free hand reached up to the sun as if trying to grasp it. The ring encrusted with her bright, amber gem shone brilliantly in the sunlight.

"I have to be strong." She whispered to herself.

Kyuubey, who had been watching everything unfold from a comfortable perch on the tent, jumped down to Audrey's shoulder. The creature curled easily around her neck like a little white scarf.

"It was nice of you to point the major general in the right direction." Kyuubey said

"Well, that girl's father deserved that medal " Audrey snorted, folding her arms as she leaned back against the tent. "These ingrates were even hoping to snatch the award from him without him knowing."

"Recognition seems to be a valuable thing to people, is it not?" Kyuubey asked Audrey, "That's why there are medals like that in the first place."

"That may be…" Audrey pondered, "But this is the US military. They're on the same team, aren't they? They shouldn't be ripping each other off like that. It's disgusting when people do that – I hate it."

Kyuubey just looked up at her with his permanently vague smile.

"In any case…" Audrey then said, turning slightly to eye the line of troops and vehicles going down the military highway. "It seems we'll be headed back to Bataan soon too."

She turned to the direction of the peninsula and muttered softly, "Back home."

* * *

**Act IV – Mount Samat**

The next few days in the Philippine Islands passed laden with disheartening news. Whatever radio stations that remained operational continually blared reports of the Japanese divisions that had landed in Appari and Lingayen Gulf winning battle after battle, pushing the defensive lines of Wainwright's North Luzon Force further and further south.

There were new reports of fresh Japanese landings in southern Luzon advanced northward broadcast as well. From Ligayen to Legazpi, the defenders fought valiantly but could simply not hold back their superior foe. The Japanese military's objectives were clear – they wanted to take the capital city of Manila and the main US naval base in the Philippines of Sangley Point, Cavite.

In the advent of the worsening situation in all fronts, General Douglas MacArthur finally authorized a special USAFFE battle plan that had been drafted since the relations of the US and Japan soured in 1939. It was a fundamentally defensive battle plan that concentrated the entire might of the USAFFE at two key points; the Bataan Peninsula and Corregidor Island.

In effect, the rest of the archipelago would be forced to fend for itself.

Manila would be declared an Open City to prevent unneeded destruction, but would deny the Japanese use of the strategic Manila Bay from Bataan and Corregidor. It was a plan that required for so much sacrifice for so little gain.

Once Bataan and Corregidor were firmly fortified, the USAFFE would have to hold out for at least six months. Bataan and Corregidor were strategic and defensible positions, after all, and the Allies were sure to sweep the Japanese out of the Pacific before long. Thus, War Plan Orange was designed to be a plan that would work no matter how bad the situation in the Philippines became.

This, however, was a grave overestimation of the plan.

Put into practice, the defenders found themselves in a situation far worse than terrible. They were in a horrendous state.

Overcrowding was the first plague of the defenders of Bataan. With seventy thousand soldiers and countless more civilians from Manila and the neighboring provinces, housing was terribly hard to provide. The food stockpile too would not last for more than four months under severe rationing. Ammunition was plentiful, but the weapons the soldiers carried were dated and modern small arms and artillery guns were sorely lacking.

The ageing M1917 Enfield rifles were the standard issue guns, not the fabled M1 Garand the soldiers had hoped to wield. Even M1903 Springfield Rifles, dating back to the First World War, were handed out to fill the gaping backlog in small arms. Bolo machetes, meanwhile, were given to those who had failed their marksmanship tests or were unfortunate enough to not be issued even a handgun.

Companies that would normally have artillery pieces of their own would have to rely on divisional-level batteries – not that the batteries were that well equipped either.

Whatever downtrodden tents the USAFFE had were provided for officers and civilians. Foot soldiers had to make do with sleeping half-dug trenches with their worn, tattered raincoats for blankets. An infantryman's life was never meant to be easy, but this was a definitely somber state.

At the southern foot of Mount Samat in Northern Bataan, a platoon of Philippine Scouts set up camp in the same state as the rest of the defenders. It was a reserve unit that supported the USAFE I Corps settled in the West of the mountain and the Philippine Army II Corps in the East.

Though the unit was technically part of the battle-hardened Philippine Scouts, there were only a handful of professional, veteran soldiers in its ranks. The rest of them were fresh volunteers and militia who came from all walks of life. There were students under the ROTC programs of the University of the Philippines and the Ateneo de Manila University, former Manila street vendors, fishermen from coastal provinces, farmers and criminals to name a few.

The platoon members eyed their new comrades with disdain. The professional soldiers and the university students looked down upon the peasants, beggars and criminals they would be fighting alongside. It didn't sit well with them at all. The somber state of the defenders didn't help ease the tensions either.

"This isn't so bad." Nicanor de la Cruz hummed in Filipino, watching the defenders set up camp. "With a little work, I'm sure we can make it a little better."

"That's going to be quite the feat, dad." Ligaya noted, "We're a reserve unit, alright, but I don't think we'd be ready to face the Japanese if they made it around the mountain…"

"We're not _yet_ ready." Nicanor replied confidently, emphasizing the 'yet' as he patted his daughter's hair. "Give me some time and I'm sure I can make something of this assignment."

Nicanor then straightened himself up then approached his platoon with a confident gait. The soldiers looked at him and were a little displeased. Here was the Sergeant that had been assigned to them – a mechanic with less than a week of officer training under his belt Still, Nicanor reassured his men that he would turn this platoon into a competent fighting force. A handful of the men laughed at Nicanor's assurance, calling him a crazy man.

"Well now…" Nicanor shifted gears, "Weren't the partisans who fought against the Spanish, and the Americans even, made up of units similar to ours? Diverse backgrounds, chronic disadvantage, itchy uniforms!"

The men now chuckled at the joke rather than at the man. Thus, Nicanor grew confident.

"The partisans of Katipunan were outgunned and were poorly trained, but they made their foes pay dearly for every inch of land. They became famous in the _provincias_ and were infamous to the Spanish and the Americans as brave bastards who just wouldn't quit!"

Now, the depressed platoon started to look a tad bit more hopeful.

"So, if our forefathers could take up arms against overwhelming odds and make a difference – I'm sure we can too."

Ligaya smiled as she watched her father rouse his soldiers' hearts. Her father had adjusted to his new role quite well. Nicanor dismissed his troops to have their lunch rations and he returned to Ligaya who smiled at him.

" _Aguinaldo*_ would have been proud if he heard you." Ligaya cheered, "And so would _Gregorio del Pilar*_!"

"They were legends, _anak_." Nicanor smiled, "Your grandparents – my parents and your mother's parents – served under them, after all."

Then, a memory bled into Nicanor's mind. He saw the smile of his wife flashing for but a moment. Ligaya noticed this lapse and was tempted to ask her father some questions. The distant sadness she saw in her father's eyes, though, made her hold her tongue.

"Let's go get some lunch, itay." Ligaya said instead. Nicanor was happy with that suggestion.

Side by side, the father and daughter lined up with the troops for the communal rice pot further up the rocky mountain. They were handed metal plates but no utensils which was no big deal. Many of them were used to eating with their hands, after all. Rice and hot tamarind broth with kangkong spinach were carefully piled onto their plates once they reached the pot.

One of the kitchen staff members, a Filipino man, scraped the last bit of kangkong onto Nicanor's plate and the mechanic-turned-sergeant thanked him with a smile. The man looked up to smile back.

The man suddenly stared. Nicanor paused, a little confused by the shock over the man's face.

"You're Nicanor De la Cruz, right?" The man hurriedly asked in Filipino, "The man who flew a Peashooter at Clark against the Japanese? The one who's up for the Distinguished Flying Cross? You're that guy, right?"

Whispers went around the line as people watched the little scene unfold. Ligaya answered for her suddenly bashful father with a proud voice. " _Oho_ *~! _Tatay ko yan_! (Yep~! That's my dad!)"

The kitchen staff man grinned suddenly and grabbed her father's hand, pumping it up and down. "I'm very pleased to meet you, _kabayan…_ este… _sir_! And your daughter too! Thank you for whipping those Japs' asses! Thank you!"

He then leaned down into their faces.

" _Psst_ *! We have a bit of roasted boar we were saving for the Yank officers coming for inspection later. Do you want a piece? It's no _lechon_ , but it's still pig, eh?"

Nicanor hesitated, so he quickly added, "Don't worry, they won't even miss it! Think of it as the kitchen staff's thanks!"

Ligaya looked up at her father, her eyes dazzled by the thought of eating fresh pork for once, but her father kept his composure and kindly refused.

"It's alright, _kabayan_! Save that boar for those hungry Yanks! They know when anything's gone, believe me." Her father chuckled before smiling, "Besides, your thanks are better than any boar!"

"That's very considerate of you, Mr. De la Cruz." A pretty American girl neatly flourished her plate in front of the surprised kitchen staff. "But those officers have a lot of meat rations reserved for them already – front-liners like us deserve a bit of meat too."

Ligaya gasped. "M-Miss Audrey?"

"Audrey will be fine, dear." Audrey requested with a kind voice and a warm smile, "We'll be seeing each other more often from now on – we can do without the formalities."

"Eh?" Ligaya was surprised. "More often?"

"She said she wanted to pitch in for the war and lend a hand to our troops." Nicanor explained to his daughter in Filipino, "Can't turn down help with the way things are going."

"It's not much, really." Audrey waved her hand, trying to be humble, "I'll just be teaching the radiomen and corporals some English basics – they'll be coordinating with the Yanks regularly, so a little English would do them good. I might even lend a hand with the radio and signal flags from time to time."

"Oh!" Ligaya noted happily, "That would be a good idea!"

"I could even teach you some English too, Ligaya." Audrey offered

"That nice!" Ligaya said in her best English.

"That _would be_ nice." Audrey corrected, patting Ligaya's head, "I'd be happy to teach you as well. If you want, you can even by my assistant!"

Ligaya then turned to her father and asked him for permission with bright eyes.

"Well now." Nicanor laughed, "I can't say no to those pleading eyes now, can I?"

Ligaya was stoked.

"I'll have my hands full working this platoon into shape these next few weeks so please take care of my Ligaya, Ms. Burnham." Nicanor added, "And teach her good English too!"

"I'll do my best, Sarge." Audrey said in her surprisingly good Filipino. She and Ligaya then smiled at each other, excited by the news. Nicanor just watched them with glad eyes, happy that Ligaya had made a friend. It gave him some peace of mind.

"I hope you two girls get along well."

They certainly did.

* * *

**Act V – Audrey and Ligaya**

Starting the next day, Ligaya became Audrey's assistant-in-training and the two girls helped out around the platoon's encampment. The two girls started the day doing little tasks like distributing food or supplies or running errands for the officers. Meanwhile, the new Sergeant Nicanor kept himself and his troops busy, giving them some rifle marksmanship, showing them how to disassemble and reassemble their rifles for maintenance then going around the mountain for morning jobs.

Audrey and Ligaya, along with the civilians, were tasked with building up the encampment – digging up the trenches and building storage sheds and sleeping quarters for themselves and for the troops. In the afternoon, the two girls sat with the Filipino corporals and signal officers to teach them basic English – even Nicanor would drop by to listen for a while whenever he was free. Audrey and Ligaya taught with gusto, but Ligaya usually spent most of the time learning rather than teaching English.

The two girls would then eat their meals together in a small rocky nook under the shade of an acacia tree, talking freely, sharing jokes and laughing heartily. They swapped gossip and told each other stories, talking in an ever-changing mix of English and Filipino.

"You're from Mariveles?" Ligaya gasped, nearly spilling her tamarind broth all over the plywood and cinder-block table they had set over the rocks of their nook. "The rich seaside town in South Bataan? That Mariveles?"

"Yup!" Audrey said, bringing out a small case of cigars from the pocket of her travelling skirt and showing it to her assistant. "My relatives and I manage a small _hacienda_ and made a living growing and selling tobacco and sugarcane. I'd tell you that we roll the best cigars and grow the sweetest sugarcane around, but our 'influential' neighbors will always beg to differ."

Audrey re-pocketed the pack of cigars and smiled at Ligaya.

"You know, I've actually been thinking... I've heard about shortages in the USAFFE's supply stockpile. You can't eat tobacco, and sugarcane won't really fill stomachs properly, but maybe after the next harvest, my relatives and I could grow actual food crops - you know, like rice or corn. Or even sweet potatoes!"

"Sweet potatoes would be great! We would all appreciate some more food around here."

"I think I will do just that." Audrey decided, "But enough about me... you and your father are Batangas folk right? _Batangueños*_ are tough people, I heard!

Ligaya sheepishly smiled. "Well, yes. You've probably heard some strange things about our people. They say every _Batangueño_ keeps a _balisong*_ knife in their pockets – but that's not true."

From where they sat, they could see Nicanor showing his corporals his pocket knife – a _balisong_ , no less. He was twirling it around skillfully and was proud of the Batangas blade. Ligaya blinked, then blushed. Audrey found this particularly amusing.

"It's just a saying though." Ligaya hastily added, "Balisong knives are made and are popular in Batangas, yes… But it's really just about… how can I put it… fighting spirit. Yeah! That's right, we _Batangueños_ are brave and unafraid to fight!"

"Unafraid to fight, huh?" Audrey's smile grew mildly, "Well then, it sounds like having a _Batangueña_ fighting alongside me would be an excellent idea!"

"Eh?" Ligaya asked, confused. "Dad's platoon is a reserve unit –we're camped quite far away from the front lines. And even if the fighting did get here, we aren't going to be issued guns to fight the Japanese."

Ligaya looked a little disappointed by her own words then fell silent.

"No, silly." The soft white creature Audrey called Kyuubey trotted into the light of the kerosene lamp "She's talking about fighting Witches!"

"You again…?" Ligaya asked. For some reason, the strange creature unsettled her.

"I can see it in your eyes, _binibini_." Kyuubey said knowingly, boring into her eyes with its unblinking red ones, "You want to do your part in this war too – you want to fight. So sign a contract with me, and become a Puella Magi!"

An image of the twisted paper crane swooping across the bizarre sky of its barrier flashed into her mind. She couldn't help but shiver. "Um…"

"Of course," the creature continued, still looking into her eyes, "you'll be amply compensated. If you agree to become a Puella Magi, I'll grant your wish."

"A wish?"

"Yes, a wish! Any wish. I can make even miracles happen, you know! Think about it, _binibini_!"

"Don't rush the kid, Kyuubey." Audrey smoothly halted Kyuubey, picking it up, setting it on her lap and scratching behind its ear, "Give her time to decide – signing a contract isn't something that should be taken lightly."

Audrey then leaned back into her chair.

"Puella Magi like myself have our roles to play in this war too, it seems. But… fighting Witches isn't exactly a safe job, as you've already seen…"

The powerlessness and the fear that Ligaya had felt in the barrier of the Witch was still fresh in Ligaya's memory.

"You still have your father to live for. I'm sure Mr. De la Cruz wouldn't want his daughter to go fighting in a war nobody else knows about." Audrey's tone was suddenly serious. "It's quite awesome to be able to fight Witches, but a family you care for and cares for you as well is something you should treasure more."

Ligaya looked down into her lap and at her hands, tightly clasped together and turning white.

"… I know." She finally said.

"Besides," Audrey insisted, grinning proudly, "I'll swat those Witches like flies! If you want to become a Puella Magi too, I'd welcome it, but I assure you I can stand on my own."

Kyuubey opened his eyes and silently looked up at Audrey, its red eyes unreadable.

"I see, then." Ligaya conceded, "We'll just have to trust in your strength, Audrey!"

Ligaya smiled and her admiration for the American girl grew. Audrey, as a Puella Magi, was tasked with fighting Witches and the monsters they spawn whenever they manifest – a war most people wouldn't even know about. It made Ligaya look up to her, aspire to be as brave as her, but the Filipina suddenly gave a frown.

"But… what do _your_ parents say about you being a Puella Magi… since it's dangerous and all…"

Audrey's face quickly soured and Ligaya knew she had brought up a sensitive topic. The Filipina girl looked away from the American. Why did she just suddenly blurt out the first thing in her mind? Audrey never mentioned anything about her family and only talked about her relatives in Mariveles – Ligaya felt ashamed.

"It's a long story. Boring really." Audrey said, her voice growing a tad bit icy. She reached into her pockets, hoping to take out a cigarette, but came across her cigars instead. Sighing she brought it out, lit one with a match and took a long puff. "I'd rather not burden you with that tale tonight."

Ligaya nodded weakly. "I… understand. I'm sorry."

Audrey's eyes looked out to the distance, almost as if cursing some invisible specter that hung about there. Then the American saw Ligaya shrinking there beside her and the iciness in her tone melted away.

"Oh, don't beat yourself up over it, my friend. I'm the one who should be apologizing!" Audrey reassured, slowly returning to her normal, pleasant voice, "I really shouldn't let something like that get to me… Maybe someday I'll be ready to get all this off my chest. When I do, will you listen?"

"Yes, I definitely will." Ligaya replied, regaining her cheer as well, "For sure, I will!"

"So let's put this behind us for now, okay?" Audrey asked happily, "If we don't, we'll get behind on making that lesson plan of ours!"

"You're right!" Ligaya nearly jumped out of her chair. "We have work to do!"

The two girls then huddled closer together around the kerosene lamp, spread papers over their makeshift table and worked into the night to make the next day's lesson plan. Kyuubey stayed with them for a while, closely watching Ligaya.

The Filipina couldn't help but see the creature in the corner of her eye. What did he want? He must have wanted to make a contract again. Just what did this creature see in her?

Ligaya almost agreed to become one when she was caught in the Witch's barrier at Clark Air Base. The thing is, she has been perfectly content ever since – she didn't need or want to become a Puella Magi. Somehow, Kyuubey realized this too as he decided to lay down on Audrey's lap and sleep.

* * *

**Act VI – Homecoming**

Two weeks later, the Philippines celebrated Christmas of 1941. Instead of strings of lights, star-shaped _parols_ * or those traditionally decorated trees, though, the Filipino people celebrated with their spotlights pointed towards the skies. The defenders of Bataan were on high alert for the Japanese who were sure to come bearing 'gifts'.

Santa Claus never came to the Bataan Peninsula, and it wouldn't have been a pleasant memory for him if he did. With the practical no-fly zone the defenders had made over the Peninsula, the fabled reindeers and sled might have been shot out of the sky. That did not stop the Japanese, though, from taking to the skies.

The Japanese planes came bearing gifts of hundred-pound bombs for the Americans and Filipinos alike. The Imperial Army brought no sleds and made do with their fleets of Type 95 Ha-Go light tanks fresh from the Japanese mainland. Japanese troops too tested the Bataan line with their newly issued rifles and heavy guns and were more than happy to shower the defenders with gifts of fire and shrapnel.

Not wanting to be outdone, the Filipinos and Americans generously matched the gifts they received and welcomed the invading Japanese with volleys from their weapons. The cracks of Enfield rifles and the shots of Browning machineguns filled the jungles and mountains like a round of Christmas carols in Manila – and the defenders eagerly gave their 'guests' riveting encores.

Barrages of flak, however, naturally crowned off the holiday celebration as anti-aircraft artillery and machineguns illuminated the skies. Fireworks would have been nice, but artillery blasts would have had to make do that season. That Christmas in Bataan, there was a lot of fire – warmed hearts and charred bodies.

"Sheesh…" Audrey sighed, watching this display of fire going on around her. "If only the Witches took holidays too."

She took a quick look around the camp and found everyone crouched down in the trenches. Seeing that no one was looking, she pushed aside her paperwork then took out her M1911 pistol. With a quick, skillful motion, she loaded the gun and slid it into the holster at her hip. Amber light coated her, transforming her clothes into her Puella Magi attire then she bit onto a fresh cigar.

"A Puella Magi's work is never done!"

While the fighting between the defenders and the Japanese raged over the Bataan peninsula, Witches sprouted out rather often. Behind the scenes of the fierce battles, Audrey sought out and destroyed these Witches. With Kyuubey guiding her through the Witches' barriers and her trusty baseball bat, fire ax and handgun to supplement her array of artillery guns, Audrey swept away the Witches with ease.

Slowly but surely, Audrey managed to earn a surplus of Grief Seeds. Seeing her stockpile grow like it did, Audrey gained confidence in her skills. She had only been a Puella Magi for a little over a year, after all. She still felt as if she hadn't completely harnessed the full potential of her magic.

Both Audrey and the USAFFE fought their battles valiantly that month and were able to win without breaking a sweat. The Witches manifested less and less often and the Japanese withdrew from the offensive.

Disheartened by the sturdy defenses of the Bataan Line, the Japanese commanders realized that the defenders were more organized than they had thought. Thus, Bataan survived the first month and a half of their supposed six-month ordeal. 1941 ended well and 1942 began on a very high note.

The news of the Japanese retreat was received gladly in the Mount Samat encampment. Lively cheers met Nicanor as he read the news to his men. These cheers grew ecstatic as their new assignment was read to them as well. Effective immediately, Nicanor's platoon was to be put in charge of a refugee camp in Mariveles. The seaside town would be a welcome change from their stuffy mountain encampment and the camp was as far away from the frontline as anyone could get.

On top of this news, their platoon received a good deal of materiel for their transfer. A pair of army trucks arrived at the Samat encampment hours later along with an M3 Stuart tank to be assigned to their unit.

"We finally get some armor to tinker around with." Nicanor folded his arms as he walked around the tank with wonder, "It's damaged in many spots and the engine seems to be stuttering out, but that can be fixed."

Seeing her father inspect the tank so eagerly made Ligaya smile a little – her father really was still a mechanic underneath the uniform. Nicanor turned to Ligaya then spoke excitedly,

"Ligaya! What do you say we mount a 90mm M3 gun on this baby?"

"Eh…" Ligaya scratched the back of her head, "I don't think the suspension can handle that."

Her father then grinned jokingly at Ligaya, making her chuckle a little bit. Perhaps she too was a bit of a mechanic herself, she thought.

Whatever the case, everyone in the encampment was happy that morning, especially Audrey.

When the transports bound for Mariveles came by, Ligaya accompanied the American girl to their camp's telegraph station. Audrey sat down and wrote a telegraph to her relatives, smoking her cigar as she keyed in the words. She tried to act cool in front of Ligaya but she couldn't hide the happiness in her shining eyes. She was happy to get to go back to Mariveles.

"Oh, my dear Ligaya." Audrey said, turning to her assistant, "If only you've gotten to taste my auntie's apple pies and deviled eggs, you'll understand why I'm so giddy."

"I didn't know you could make pies out of apples – I only know about coconut pies." Ligaya groaned innocently, scratching her head in confusion. She then gasped. "And you guys eat devils?"

"Devilled eggs are boiled eggs with mayonnaise and mustard, silly!" Audrey explained, laughing heartily, "We don't eat devils, Ligaya! And I'm pretty damn sure devils wouldn't taste that great to begin with!"

The two girls laughed happily – the excitement from the rest of the platoon had rubbed off on them.

With a happy flurry of keystrokes, Audrey finished sending her telegram.

"Done!"

She then joined Ligaya and lined up with the other civilians for a seat on the transport trucks. The soldiers of the platoon, meanwhile, would follow later that evening once the civilians had settled in. Crammed into the back of the truck like sardines, the two girls kept each other company all throughout the ride.

Audrey and Ligaya traveled southwards through the rolling hills of the Bataan peninsula. After a few hours of travel, their truck finally arrived at Mariveles – the coastal town of gentle slopes, open plains and a sparkling ocean spreading out as far as the eye can see. Plantation houses were scattered around at the sides of the main paved road, separated by the large fields they governed. Among these houses was the Mariveles estate of Audrey – a welcoming house that seemed more kindly than grandiose. It was here that Audrey asked to be dropped off.

Ligaya, though, seemed quite hesitant to part with her new friend.

"Don't worry, Ligaya, the refugee camp is just half an hour's walk away from here." Audrey reassured, "Plus, I'll be back serving the platoon the moment we finish planting the food crops – if my uncle and auntie agree with my plan, that is."

"But…" Ligaya fidgeted, "What if a Witch attacks the refugee camp?"

"Then I'll come running." Audrey promised, patting Ligaya's shoulder, "And if you want, you can take Kyuubey with you."

"Ah, that makes sense." The little creature said, walking towards Ligaya and sitting down before her. "If worst comes to worse, you, binibini, can become a Puella Magi and fight the Witch! Of course – it's all up to you."

Ligaya frowned at Kyuubey's reasoning.

"Fine." she finally said, picking up the creature as she headed back into the back of the army truck, "But I believe in Audrey – she can handle any Witch that comes her way!"

"Hehe, yeah." Audrey grinned, "So, I'll see you soon, Ligaya, Kyuubey."

"Goodbye!"

The truck then rolled on down the highway, disappearing from sight.

Audrey gave off a sigh of relief then turned her eyes to her estate. She fixed the knapsack slung over her shoulder and walked down the house's cobblestone pathway. The pressing of the stones against her shoes felt rather nostalgic.

At the front door of the humble estate, Audrey was welcomed back with great fanfare. Awaiting her return were her relatives – her aunt, uncle and their little boy – along with her hired Filipino farm hands and maids.

"My God, Audrey!" Her brawny uncle cried, dashing forward and embracing the tall American girl in a huge hug, "Thank goodness you're safe!"

"You should telegraph more often, my dear!" Her aunt added, running up behind her husband. "The last telegraph we got from you was when you arrived in Pampanga! That was a month ago!"

"I wrote you guys a letter from Clark on the 13th." Audrey explained, breaking free from her uncle's bear hug to kiss and embrace her aunt, "But… I guess the post office wouldn't really prioritize sending mail around with the Japs attacking the country all of the sudden."

Audrey's cousin toddled up to the adults' reunion with a freshly cut sugarcane from their fields in his hands, " _Tita*_ Audrey _! Tita_ Audrey _!_ Harvest time is here!"

"Oy… I'm not your _tita_. I'm your _pinsan*_!" Audrey smiled as she took the offered piece of sugarcane "Gosh, you've lived here for eight years. Learn your Filipino properly!"

"Oho!" Her cousin said obediently. He turned his big brown eyes up to Audrey and cheered, "Give the sugarcane a try!"

Audrey obligingly broke off the tip of the sugarcane, brought it to her lips and drank the juice before chewing on it leisurely at the stalk. Just as she thought, their hacienda grew the sweetest sugarcane in the peninsula. The gaggle of farmhands and servants surrounded her and her relatives as they walked up the cobblestone road to their large white plantation house overlooking the Manila Bay.

They were going to have lunch together.

* * *

**First Interlude**

Lunch, for Audrey, was a lovely and pleasant affair.

With a lively appetite, Audrey ate the homemade American food served at the dining table. It had been a while since she had that apple pie she so loved and the deviled eggs she boasted about to Ligaya.

"So tell us, Audrey…" the uncle started, a cup of coffee steaming in his hands, "How was Pampanga?"

"Rough." Audrey replied, wiping her mouth with a napkin, "But no one really saw any of this coming. The Japs blew up Pearl Harbor first. Now they're picking a fight with the Yanks here… sheesh."

Just thinking about the sudden attack ticked Audrey off, causing her to dig into her food more hungrily.

"But it's good that you were able to stay with this Sergeant de la Cruz in Samat." Her aunt then added, "The fighting never got that far, no?"

"Yeah…" Audrey nodded, avoiding her relatives' eyes. Even though the platoon didn't see action, Audrey was busy fighting a battle on her own.

"Anyways." Audrey said, changing the subject, "There's something I wanted to talk to you guys about."

Audrey then brought up her idea of growing food for the USAFFE after the harvest season was over. To her relief, her relatives were quite supportive of her plan. They even suggested talking to the other Mariveles _hacienderos_ to organize a crop-growing effort. Audrey happily accepted their suggestion.

"Thanks, you guys." Audrey smiled happily, "I knew I could count on you guys."

These relatives of hers had always been there to support her. She was glad to have relatives like them who she could rely on. After all, they helped her a great deal back in the past.

Her uncle then suddenly smiled, taking Audrey aback a bit.

"You've become quite the noble, responsible young woman, Audrey." The uncle then said, "I'm really proud of you."

"We're all proud of you, Audrey. You've grown up so well, my dear." Her aunt smiled, her kind eyes watching her niece. "My, my… to think you ran away from your home in the US. You showed up on our doorstep one evening with nothing more than a week's set of clothes stuffed in your carpet bag and your travel documents."

"Hah! I remembered that too!" Her uncle leaned back into his chair and laughed, "Audrey sure looked like a bum!"

He then suddenly became more serious.

"But look at you now, Audrey – young, beautiful and successful! You're a self-made woman, turning our humble little house and lot into a full-fledged hacienda! If it weren't for this goddamned war, we'd be millionaires by the time the Philippines achieves independence from the US."

"Heh… it'd have been nice to be a millionaire." Audrey agreed, her mind then sinking down into distasteful memories.

Her aunt noticed Audrey's sudden frozen silence and figured out what was on her mind. It was a relatively recent incident after all – a scar that had yet to heal.

Her aunt reached over the table and grasped Audrey's hands.

"Harvest starts early tomorrow morning, Audrey. We'll need your help for this little plan of yours to work. You don't mind, do you? I know you'll have to return to Mr. De la Cruz's platoon, but we'll only keep you until the seeds are sown.

Audrey looked at her aunt's eyes. "I-I don't mind. That's sounds great, Auntie."

Her uncle smiled softly at Audrey. "Welcome home, Audrey."

After the late lunch, Audrey fetched a bottle of Coca Cola from their icebox then retired to her room in the second floor of the plantation house. She let her bag fall to the rich mahogany floor and heard her ax and baseball bat clink dully together.

Audrey removed and unloaded the holstered handgun on her hip then hid them all in her drawer. She then traded her dirty, dusty traveling clothes for a more comfortable dress. With her new clothes and the Coca-Cola bottle in hand, she stepped out to her balcony, cast in warm colors as the sun started to sink.

She opened up the Coke bottle and leaned onto the balcony railings, looking out to the ocean. From the balcony, Audrey had a perfect view of every hectare of land she and her relatives owned and toiled over. She usually liked to gaze upon that land and take pride in all of their hard work. That day, she just kept watching the slowly descending sun. She was tired from her travels, after all, but heavy thoughts also filled her mind.

"If only you could see me now, dad." She muttered somberly to herself, "And if only you gave a damn… mom."

She downed the bottle quickly and gave a refreshed sigh, thinking and planning for the start of the sugarcane and tobacco harvest.

Just as Audrey was about to go back inside to fetch a cigar, the American girl spotted a thin young girl in tattered, dirty clothes staggering down the main road that connected the haciendas. Dark circles were etched heavily under her eyes and she seemed flushed with fever. Audrey tilted her head, trying to figure out who this girl was and why she was staggering like that.

Had she wandered off from the refugee camp or was she fleeing from another town? Audrey watched the tired girl, but the staggering girl disappeared behind the tall shrubbery of her neighbor's lands.

"I wonder what that was about…"

Audrey shrugged then got her cigars. She had other things to worry about.

* * *

**Second Interlude**

Audrey and her relatives met with their _haciendero_ neighbors the next day and discussed Audrey's plan to grow food for the USAFFE. The neighbors, Audrey would find out, were not against the plan at all. As a matter of fact, with Manila in the hands of the Japanese, they had no ports to ship the sugarcane and tobacco out from – they were already thinking of switching to foodcrops to grow for themselves. Audrey was relieved as the _hacienderos_ all agreed to her plan.

Things were starting to look up, but something still bothered the American girl.

"By the way..." Audrey then asked her neighbors, "did a fatigued young girl come around to your gates to ask for help?"

The neighbors all shook their head. Apparently, none of them had come across this girl. Maybe the girl was just passing by and had moved on. Audrey just shrugged and got on to wrap up their meeting. A few days would pass and Audrey's plan was put into motion.

After every pound of sugarcane and tobacco grown in Mariveles had been harvested and stored, work began to prepare the fields for growing rice, corn and sweet potatoes. Audrey, eager to lend a hand, donned tall rubber boots and trousers like the rest of the farm hands and marched off to the fields to work.

Audrey skillfully guided a carabao* that pulled a plow through the muddy fields alongside her farm hands. Together, they planted seeds wherever they went and covered hectare after hectare of the vast estate.

They worked hard until lunch time when, once again, Audrey's relatives prepared some snacks and lemonade for them all. Even the workers of the other haciendas and the _hacienderos_ themselves came by to eat, drink and chat. They all congregated at the backyard of Audrey's plantation house, finding shade from the hot midday sun.

Just as Audrey slipped off her work boots to grab a bite to eat, a loud, terrified scream rang through from the backyard. A maidservant from one of the distant haciendas burst into the backyard, panting heavily and looking absolutely wild.

" _T-there's a girl!_ " cried the maidservant in Tagalog, " _T-there's a girl who fell into the gutter!_ "

The girl, the maidservant would then shakily say, was dead. Everyone gathered there at the backyard was immediately on edge.

"Where did you find her?" Audrey asked the maid, doing her best to calm her down.

"Near the main road, just three haciendas east of here – at the intersection." The maid replied, "I… I thought she just collapsed, but she was cold."

"Damn…" Audrey cursed. It must have been that girl from earlier who passed by her hacienda – she was sure of it.

"And… and… she was holding on to this shattered gold trinket thing." The maid added slowly, "I don't know what it is, but she seemed to have been protecting it in her dying moments."

Nervous whispers flew around the backyard.

Audrey went white. The girl who had died had been holding on to a Soul Gem. The girl who had died was a Puella Magi. A Witch must have attacked her and killed her, leaving her corpse in the gutter.

"Even in Mariveles, huh?" Audrey clicked her tongue, "Those Witches just never give up, huh?"

Audrey retreated back into her house, running up to the second floor and into her room. She grabbed her bag with her baseball bat and ax and drew out her M1911 pistol and holster from her drawer. Hastily, she grabbed a handful of pistol magazines and stuffed them haphazardly into her knapsack.

Her conventional weapons had helped her through her encounters with Witches in the past, so she didn't want to fight Witches without them. She had no way to defend herself in melee combat otherwise. With all of her weapons in tow, she headed out in the direction the crying maid had pointed out.

"Audrey!" Her uncle cried out, wondering why his niece was running away with a knapsack stuffed with weapons and a handgun holstered at her hip, "Where are you going?"

Audrey didn't reply, choosing to run faster instead. Now far away from the crowds, she twisted the ring off her finger and let it materialize into her bright amber Soul Gem. Holding it firmly in her hands, she searched for the body of the girl. Her Soul Gem glowed and the body was nowhere to be found – the Witch that had killed the girl must have been close by, hiding the body. The tell-tale shine hovering above a crooked part of the gutter caught the American's attention.

"Found you." Audrey's eyes sharpened, "Now, get out of my town!"

The light of her Soul Gem wrapped around Audrey and her dirty work clothes turned into her neat Puella Magi attire. She dashed headlong into the barrier.

* * *

**Act VII – The Battle of Mariveles**

Pitch-black darkness welcomed the American girl as she dove deeper into the barrier. Audrey determinedly lurched forward, feeling the gravity lazily pull her down.

"What's up with this Witch?" She muttered apprehensively.

Ever so slowly, she floated down to an oblong board of wood sitting at the very bottom of the chamber. Two rows of seven pits were carved into the glossy, flickering mahogany wood that swirled around on the board. Audrey recognized this board – it was a Sungka* board.

Hiding in those pits, Audrey could see little round cowrie shells, jumping from pit to pit to some unheard, hypnotic beat – a beat that Audrey started to hear as she continued to float on down. These were the Witch's minions, Audrey thought.

"Father… Mother… why don't you notice me? I wanna play. Father… Mother… why don't you notice me? I wanna play." Each syllable was punctuated by the jumping of the white cowries.

Audrey's feet gently hit the board and the words were distorted into shrieks that echoed throughout the barrier. It was a girl's high-pitched voice that becomes more and more incomprehensible. Audrey stood up then looked around the Sungka board with cautious eyes.

At one end of the board, a nipa hut stood upon bamboo stilts. The voices seemed to come from the door of this nipa hut, urging Audrey to move towards it. She crept towards the door, her gloved hands tugging down her ranger's hat to hide her face from the cowrie shells bounding around the Sungka board's pits.

She reached for the hut's frail wooden door and the shrill voice became a demonic chant that screamed garbled words, making Audrey's head pound. Then, as Audrey stepped through the threshold, there was silence. The door opened with a subtle creak.

Audrey poked her head in through the threshold and found a long wooden pathway that stretched out endlessly towards consuming darkness. This pathway was supported by columns of bamboo that reached down to a solid wooden platform suspended in darkness. Sungka pits were carved into that platform. Cowrie shells sprouted up from the pits below and scrambled up the columns onto the pathway. The whole place was infested with cowrie shells.

That cowrie-infested pathway was the only way to the Witch, Audrey thought. She could only sigh.

Audrey gracefully reached behind her then pulled out her trusty baseball bat from her knapsack. With a practiced swing, she smashed a nearby shell into pieces. The shell broke open and crumbled into grey dust that bled down through the pathway's planks and onto the lower platform.

The other cowrie shells were shocked by the death of their comrade and angrily launched themselves at the marauding Audrey. The American just grinned and smashed the cowrie shells midflight. Once the first wave of shells crumbled away, she drew her M1911 pistol and shot at the mass of shells, emptying her magazine. The formation of shells crumbled and fled from Audrey in fright.

"Hey! I'm not done with you guys yet!" Audrey growled as she reloaded her gun.

Audrey watched the fleeing cowries as they regrouped a good distance away from her. A blast from her 57mm AT gun might do the trick, Audrey thought. Instead of coming together to attack her, though, the cowries hopped down the dock in the opposite direction, deeper into the barrier.

Suddenly, a loud, distant thump shook the pathway slightly. The shells in front of her desperately abandoned the pathway and jumped down to the safety of the lower platform. What was that all about?

Audrey squinted then saw a battle taking place a little further down the suspended wooden pathway. There were two girls who fought back to back against a mountain of shells. One, a short, willowy girl with eyes narrowed in delight, slashed at the incoming shells with twin knives. The other girl, a little taller than the knife-wielder, protected her partner's back while smashing at the shells with a large hammer – the hammer that had been making the walkway tremble.

"T-those guys are…"

Audrey had never seen other Puella Magi in action before, let alone two Puella Magi fighting side by side. She had fought her many battles on her own, so Audrey couldn't help but stare.

The girl with knives frightened the last batch of shells away with swings of her knives then spotted the amazed Audrey. She leaned over and tapped her partner's shoulder.

"Is she one we're supposed to take care of?" she asked in Filipino

The taller girl easily swung her large hammer over her shoulder and watched Audrey with her sharp eyes. "No, no… there's supposed to be four of them with some reinforcement for us – did you already forget?"

Her sharp eyes then grew crafty, "But, that doesn't mean we can't have ourselves some fun."

Raising her hammer up, she slammed it onto the wooden pathway. Many shells were sent flying into the air and the rest burst into grey dust. Now, only Audrey and the two Puella Magi were left on the boardwalk.

"What a show!" Audrey cheered as she walked down the path towards the two Puella Magi, "And here I was thinking this Witch hunt would take long."

She holstered her gun and extended her free hand towards the two girls.

"The name's Audrey, and I'm—"

The girl with twin knives smirked, hey eyes glinting as she tightened her grip on her knives. Her partner causally brought up her hammer to her side.

"A Puella Magi…"

Together, the two Puella Magi launched towards Audrey.

Audrey reflexively parried the knives of the first girl with the butt of her gun then shoved the willowy girl off her feet. The second Puella Magi followed with a backswing of her hammer but missed Audrey by less than an inch. Audrey stumbled back, nearly falling off the walkway.

"What the hell's the meaning of this?" Audrey demanded in English then in Filipino, her hand now on her neckerchief. She watched the willowy girl swing herself up on her feet and bounce up towards her. "You're both Puella Magi too, aren't you? Aren't we on the same side? Why the hell are you two attacking me?"

The two girls ignored her warning. Instead, they launched at her again in tandem. They were hell bent on fighting Audrey.

"You wanna fight with magic?" Audrey hissed aggresively, "Then we'll fight with magic!"

Audrey whipped her neckerchief off and flailed it desperately, calling forth her 20mm guns. In her haste, only six slammed down around her. Two of them were summoned too close to the edge of the walkway and rammed down into the lower wooden platform with loud crashes. The two Puella Magi nearly laughed at Audrey.

"Damn it!" Audrey silently cursed, "Take this!"

Audrey fired her four remaining flak guns at the two girls. The shots resounded in the dark emptiness and threw up a pathetically small cloud of shrapnel.

It wasn't enough.

Neither of the two mysterious Puella Magi had been harmed. The girl with the hammer easily withstood the light barrage, her costume barely scratched. She even sneered at Audrey, her sharp eyes taunting the desperate American girl. The girl with knives, on the other hand had danced away and evaded Audrey's attack altogether. The willowy girl then once again pounced at Audrey.

This time, the American had no time to prepare herself for the assault. She only managed to get her hand holding onto her neckerchief between her chest and the girl's blades.

The blades bit through the thin cloth and the golden neckerchief was stained crimson. A trail of blood then snaked down Audrey's left hand and she shivered in fright. In frightened desperation, Audrey took the worn bat she was holding and smashed with all her might into the willowy girl's ribs.

The knife-wielding girl's eyes widened in pain and wheezed heavily over the dull crunch. Before the willowy girl could recover her footing, Audrey took another swing and batted the girl away a good distance. The strong strike, though, splintered her bat. As the girl with the hammer inched closer to Audrey, she remorsefully parted with her splintered bat – it would protect her no longer.

She raised her bloody neckerchief up to the air and held onto it tightly, not minding the blood now running down her arm and staining the sleeves her cavalry jacket – she had one last card to play. The girl with the hammer easily stepped forward and the willowy girl picked herself off the ground, both girls glaring daggers at the American. Audrey took a deep breath and watched as the two angrily crept forward, tightening her grip on her neckerchief. Fighting in close quarters like this, she needed every second she could get.

Tired of the silent stand-off, the two girls dashed forward together again. Audrey closed her eyes as to brace herself then flung her neckerchief up into the air. Four dozen 2-inch medium mortars appeared around her – some landing on the walkway and the rest on the lower platform. All forty-eight mortars fired as one and their 'toffee apple' bombs shot up into the sky of darkness above them. The hostile Puella Magi realized what Audrey had done and were abhorred.

Odious whistling came from the dark sky as the mortar bombs came crashing down upon all three of them.

Once the dust had settled, the violent trembling of the pathway calmed down. All three girls lay down on the floor, blackened and bruised by the falling bombs. Audrey groaned and realized that she was still alive. She had survived her risky gambit. To her dismay, the two Puella Magi who attacked her, survived as well.

Audrey wiped the blood and soot off her face then picked herself up from the floor. Her opponents, crippled by the bulk of Audrey's bombs, could do no more than roll over in pain. Should she finish them off?

"Oy!" Audrey demanded the two girls in Filipino, "What the hell was that for? Who put you up to this?"

Before the girls could reply, the lower platform started to sink and the bamboo columns that held the pathway in place were pulled downwards. The wooden boards below came together and melded into a deranged swan-like head with a wide beak and a long body of mahogany wood. That platform that had supported the entire chamber was none other than the Witch itself. In its place was a dark, bottomless pit.

The twisted beak of the swan-head snapped at the pathway and its supporting columns, severing it in the middle. The walkway groaned and pitched downwards, tipped down into the open mouth of the swan's glossy head.

Still incapacitated by the mortar shower, the two hostile Puella Magi were unable to stand upright. The two of them screamed as they tumbled helplessly down the collapsing walkway and into the open mouth. The beak closed with a loud snap and the sickening crunch of bones reverberated in the chamber. Thus, Audrey's two opponents were forever silenced.

"Holy shit…"

Absolutely terrified, Audrey mustered whatever strength she had left and turned around to make a run for it. She pushed tired self towards the nipa hut threshold with all of her might. If she could get out of this chamber and get through the doorway, she would be safe.

The pathway, though, grew steeper and steeper. The injured Audrey found it harder and harder to clamber her way up the groaning walkway. Lower and lower, the pathway bent and the swan-head awaited its third meal for the day. Audrey knew she had to get out soon.

"Father… Mother… why don't you notice me? I want to play." Suddenly, the eerie silence was broken by the mocking voice from the first chamber of the barrier.

Audrey gritted her teeth desperately as she reached the doorway, stretching her hands to push the bamboo door out of her way. Then, the walkway gave one final shudder and collapsed as Audrey's hand grazed the door.

"Not now… not now… NOT NOW!"

With a desperate yell, Audrey fell.

She hastily fumbled for her ax at her side. Her heart raced and her mind was going dull, but she swung her ax at the remaining stretch of the wooden pathway. Somehow, she was able to lodge the ax into the wood. Audrey shakily stopped her fall with a jerk while the rest of the walkway tumbled into the darkness.

Audrey felt her arms burn. In her state, she was too weak to hold onto that ax and was too injured to climb up. The wood around the ax-head too was starting to crack from Audrey's weight. Fatigue quickly caught up with the American girl and her senses started to swim.

Suddenly, a pair of small hands reached down towards her. Audrey looked up to find the slim body of a girl in a blue kimono. The girl leaned down and extended her hand further, urging Audrey to hold on. The American girl gave in and grabbed onto the girl's hands. With surprising strength, the girl pulled Audrey back up to safe ground.

Audrey turned to look at her savior, hoping to thank her. Once she had a good look at the girl, though, Audrey recoiled in anger. She recognized the girl's features and her attire.

"A Jap? What's a Jap doing here?" Audrey glared at her savior with suspicion, "You're not one of them, are you?"

"One of who?" The Japanese girl said in passable English, giving Audrey a haughty look.

"Don't play dumb with me." Audrey rebuked, "You know who I'm talking about."

"I don't know who or what you are talking about." The Japanese girl turned her back to Audrey to face the bottomless pit. She then extended her hand behind her and summoned a peculiar weapon with a flash of blue light – a naginata. "Leave the chitchat for later and prepare yourself to fight."

"Are you going to turn on me too, Jap?" Audrey demanded, whipping her neckerchief into the air. Two 57mm guns appeared and nudged at the Japanese girl's back.

"Who turned on you?" The Japanese girl asked, still relaxed even with Audrey's guns digging into her.

"Puella Magi – two of them." Audrey continued causally. Dropping one arm, she called down another pair of 57's. "I wanted to help them, but they tried to kill me."

"Is that so?" The Japanese girl said, unmoved by Audrey's silent threat. "It's gotten this bad, huh. Serafina-san was telling the truth."

"What has?" Audrey's amber eyes narrowed dangerously. "And who's this Serafina girl?"

"That is none of your business." The Japanese girl said in her haughty monotone, "Now aim those guns in the right direction or I assure you, American, that your death will be swift."

"Why you…" Audrey let off on the pressure. Her entire body was sore from her injuries and her wounds stung awfully painfully. She wasn't in a position to argue with this Japanese girl. As instructed, Audrey turned her guns away from the Japanese girl's back.

"That Witch will be surfacing very soon." The Japanese girl said, gripping her naginata tighter. "Get ready."

Audrey felt the strain on her body grow, but she somehow managed to call down eight more 57mm AT guns. Now, she had a battery of twelve of her highest-caliber guns. All of these guns pointed towards the bottomless pit as well, ready to fire at her command.

A strong gale blew from the bottom of the pit and the entire barrier rattled violently. The Witch rose from the blackness and revealed itself to Audrey and the Japanese girl. The massive swan-head of Sunka boards rushed skywards while the hordes of cowrie shells carried on with their game, hopping from hole to hole unaffected by the shifting wood.

"Here she comes!" The Japanese girl cried. Audrey nodded and the two girls steeled themselves to face the surfacing Witch.

The moment the Witch poked her head from the pit, Audrey fired her barrage of twelve guns. The anti-tank guns bored large holes through the neck of the swan and tore off the lower half of its beak. Flaming chunks of hissing wood and charred cowrie shells fell from the Witch, illuminating the barrier with fire as they fell into the deep pit. Blood and saliva dripped down from the Witch's broken jaw and chunks of red flesh and clean, broken bones fluttered out along with scraps of clothing. They were remains of the two Puella Magi that Audrey had fought earlier and maybe the girl who had died in the gutter.

Enraged, the maimed Witch threw herself at Audrey and the Japanese girl. From the threshold, it looked as if a mass of towering and flaming wood was rushing towards them.

"Shit!" Audrey cursed sharply. She and the Japanese girl were trapped here on the remains of the pathway. She hadn't been able to prepare her guns for a second volley and her legs were starting to wobble wearily.

The Japanese girl, however, remained calm. She just walked calmly down the standing remains of the pathway with a calm pace before breaking out into a rapid run. Then, with a fierce cry, she jumped off the edge of the pathway and leapt up to intercept the Witch.

With practiced ease, the Japanese girl flew towards the Witch with her naginata's blade raised high. She rammed the curved blade straight into the gaping hole of the Witch's mouth, tearing through it.

Dull, cracking noises reverberated through the barrier as the wooden Sunka boards of the Witch's body split and crumbled into grey dust. The Witch shrieked its last and collapsed. Its barrier wavered wildly and flickered before settling back to the shoulder of the Mariveles provincial highway.

It was already night time when the two girls made it out of the barrier. Audrey's fatigue and injuries finally brought her to her knees, but she was glad to still be alive. Her eyes then turned to the Japanese girl whose kimono was stained in blood and sawdust. The Japanese girl was already walking down the roadside to look for the Grief Seed.

Just as Audrey called out to the Japanese girl, the American tasted smoke.

Audrey whirled around in horror. The distant sky glowed in bursts of orange and red against the darkening blue skies. The sound of artillery batteries echoed in the night, mixed with the sounds of shouting, screams and gunfire. Mariveles was under attack.

While Audrey was busy fighting the Witch that had manifested, Japanese marines pulled off a surprise amphibious assault on the coastal town of Mariveles and many other points in southern Bataan. The Japanese military figured that if they couldn't break the Bataan Line from the front, they would strike at it from the sea. Since the USAFFE was heavily focused on the Bataan Line, the Japanese thought they would earn themselves a swift victory and a handful of vital beachheads.

One unit of the USAFFE, though, was able to respond to the sudden attack – the Philippine Scouts platoon lead by Sgt. Nicanor de la Cruz who rode into battle on the M3 Stuart he had just refurbished. The platoon launched a daring counterattack against the landings that kept the Japanese marines from advancing significantly. The local _hacienderos_ and their farm hands took up arms and joined the PS platoon, bringing their old Spanish-age Mauser rifles and any other firearm they could find in the storehouses to scramble to save a town that had fallen so suddenly to the Japanese.

The Japanese troops ransacked the plantation houses and its fields and garrisoned the buildings to try and do as much damage as they could. Though the small PS platoon and their hastily organized militia of farmers were outnumbered, they had the support of Corregidor Island's heavy coastal guns. The M3 Stuart tank too was an unwelcome surprise for the Japanese.

This small force was able to wrestle the Japanese out of the coastal town, but at a high price. The coastal town was utterly ruined.

Half of the estates were burned and nearly all of the newly-prepared fields were ruined. Audrey's estate, one of the most prominent estates in Mariveles, was not spared.

Audrey saw the flames gutting the estate she and her relatives built from the ground up and couldn't believe her eyes. She closed her eyes, trying to rid the sight from her memory, but it would not go away. The faces of her relatives too flashed in her mind, causing her to panic. She felt so helpless, kneeling down under the flaming sky.

The Japanese girl turned to Audrey for a moment but did not seem to mind her. She just silently went around, rooting for the Grief Seed.

Finally, Audrey's fatigue and injuries took their toll. She collapsed sideways, falling into the grassy gutter. The Japanese girl looked down at Audrey and watched her – utterly motionless. She then turned away, finding the Grief Seed in the intersection.

"Audrey! Where are you?"

A young Filipina girl ran towards the gutter, illuminated by bursts of gunfire. The young girl's face twisted in horror as she saw the American girl curled almost lifelessly in the gutter.

"Audrey!" She cried again, scrambling to Audrey's side. "Wake up, Audrey! Audrey!"

Audrey responded with a muffled, faint grunt.

"She's still alive, but she won't last long – not with injuries like that." A small white, ferrety creature cradled in Ligaya's arms eagerly piped up. "You can save her, binibini. Remember, I can make even miracles happen!"

"A miracle…" Ligaya repeated. Her dark brown eyes were contemplative as she set Kyuubey down. She took a deep breath and started, "You want a contract… or something, right? I'll…"

"Stop." The Japanese girl interrupted in English. "Don't make a contract."

"Ah." Kyuubey turned his round, red eyes to the Japanese girl, "Michi Hideyoshi. I haven't seen you in a while – not since Hokkaido. Have you finally decided to return to the world?"

The Japanese girl ignored the creature and turned to Ligaya, asking her to move aside. "I'll help her."

With a gentle grip on Audrey's injured arm, the Japanese girl laid a hand over the wounds and bathed them in a warm, blue light. Audrey's wounds quickly sealed with a slight fizzle. Audrey finally managed to open her eyes, much to Ligaya's relief.

"You!" Audrey promptly tried to struggle out of the Japanese girl's grip. Ligaya quickly held her friend down. The Japanese girl closed her eyes in disgust, but said nothing, continuing to heal Audrey's many injuries.

Once she was finished, the Japanese girl held out an expectant hand. "Your Soul Gem. Return to normal and give me your Soul Gem."

"My-Soul Gem? Why the hell would I do that?" Audrey coughed, scooting as far away from the girl as she could. The Japanese girl pointed at the now dark Soul Gem encrusted in the pendant of Audrey's necklace.

"You used a lot of magic. Your Soul Gem needs to be cleansed. Immediate."

" _Immediately._ " Audrey weakly corrected. Very reluctantly, Audrey returned to her work clothes and handed her Soul Gem to the Japanese girl. The amber gem was dull and white stars and black stripes danced and flew around inside of it – it was at its very limit.

The Japanese girl took out the Grief Seed she had just picked up and set it beside Audrey's gem. Blackness quickly poured out of Audrey's gem, filling the Grief Seed to the point that the seed itself started to emanate a dark aura.

"Your gem can hold that much magic…" the Japanese girl silently whispered her thoughts, "That's unusual."

The Japanese girl then tossed the seed to the ground near Ligaya and Kyuubey.

"You're not going to keep that?" Kyuubey asked, eyeing the darkened Grief Seed. "That might be quite valuable, you know."

"I'm not stupid." The girl countered, reaching into her pockets for Grief Seed of her own to cleanse Audrey's gem further. "Dispose of it – that's all you're good for."

With that, Kyuubey hopped out of Ligaya's arms and trotted towards the corrupted Grief Seed. It picked up the seed with its tail then tossed it into the air. The red circle on its back opened into darkness and captured the seed.

"Did you just-" Ligaya stammered, "-did you just… eat that?"

"Ah… It's been so long." Kyuubey sighed, wagging its tail in satisfaction. "Don't mind me – carry on."

The Japanese girl kept cleansing Audrey's gem until it glowed bright amber again. She reverted back into her regular clothes, stood up from where she knelt then turned away from Audrey and Ligaya. "My job here is done."

She then started walking down the highway, away from Mariveles.

"Wait a second, you!" Audrey cried out. "Audrey Burnham – thanks."

"L… L… Ligaya de la Cruz!" Ligaya added, stammering hesitantly.

"Michi Hideyoshi." The Japanese girl said, not bothering to turn to the two. Then, she walked away. Audrey and Ligaya just watched. Neither of them dared to ask where she was going or why she was there. The two of them just watched until this Michi girl disappeared into the dark of the night.

Once the Japanese girl was out of earshot, Audrey croaked, "Ligaya… if you're here, then…"

"My dad's leaning the platoon against the Japanese." Ligaya said, returning to Audrey's side and pointing to the silhouette of a distant M3 Stuart tank rolling beside thirty or so soldiers of the militia platoon and the mass of armed farmers.

Audrey thought she could make out Ligaya's father, sticking his head out of the top hatch of the tank to give orders to his troops. "Your relatives are safe too – they made it to the refugee camp."

"Thank goodness." Audrey sighed with heavy relief. "But the estate is ruined, huh."

Ligaya regretfully fidgeted, nervously adding, "And… it looks like it will be a while before these fields can grow crops again."

Audrey shook her head sadly. She put arm over Ligaya's shoulder and asked her assistant to help her up.

"I guess I'll be living with you guys for now, then." Audrey said, hobbling forward with Ligaya's help. "The refugee camp is this way, right? Let's go home."

Ligaya managed a smile. "Sounds good to me."

...

.

...

Back in the study room at the library of Mitakihara Junior High, Homura Akemi let her formless screen fizz for a moment before turning it off with a flock of a finger. The school bell was ringing, echoing in the empty library, but Homura didn't know which period it was at the moment – or if classes had already ended for the day. She had been watching the screen so intently, adding a score of pages to her notebook about everything she had seen, that she had lost track of time. Apparently, she had lost track of Kyuubey as well – he was no longer in the room. Homura angrily ran her hands through her hair.

The creature was smart to get out of the room, disappearing before the curious Homura could interrogate him further. She finally saw them all, the American, the Filipina and the Japanese girls, but how did those three create Walpurgisnacht? Once again, Homura had been left high and dry – every paragraph of her notes ending with questions.

A knock on the door then stalled Homura's thoughts.

"Homura-chan?" A curious Madoka called out, peeking into the room. "Y-You've been here all this time?"

"What is it?" Homura nonchalantly asked, sliding her screen and her notebook into her book bag.

"Lunchtime just started…" Madoka replied, walking into the study room and letting the door close with a mild click behind her. "Homura-chan… you skipped third and fourth period."

"I was studying."

"… Really?"

"Why else would I be in the study room?"

Madoka studied Homura with narrowed eyes.

"You're not studying – you're looking for something, aren't you?" Madoka said finally, "I don't know what it is you're looking for, but you're searching very hard – I can tell."

Homura stared sharply into Madoka's eyes, but she didn't flinch. It would be useless to lie to her at that point.

"It's a matter for Puella Magi only." Homura stood up. "Stay out of it."

"I know… but, I'm sure… maybe you and Mami can find it together." Madoka said with an encouraging smile. Homura turned her eyes away from Madoka's bright ones, fighting to keep herself from smiling as well. Madoka saw this effort and her smile only widened. "Um… I'll tell the homeroom teacher that you were in the nurse's office. Is that… is that okay with you?"

"Please do."

"And—" Madoka added in a rush, "—and if you want, Sayaka-chan and I are havin lunch with Hitomi as well… uh… we noticed you never eat lunch with anyone and we thought that—Homura-chan?"

While Madoka fidgeted and spoke, Homura had already brushed past her. She had made her way out the door.

"I'll pass."

The door closed with a click, but Madoka was still smiling.

**To Be Continued**

* * *

**Episode 6 Preview**

"There is no sight more painful

Than the sight of your dreams crumbling in flames

While you still live and breathe.

Is fate cruel? Or is it kind?

I really want to know.

As days pass and as people die

I know we have to move on."

_-Audrey Burnham-_

* * *

**Extra Translation and Notes**

CO* - Commanding Officer

Percival* - Lieutenant General Arthur Percival of Britain's Malaya Command. His forces made their last stand in Singapore and surrendered to the numerically superior Japanese force.

Aguinaldo* - Emilio Aguinaldo, a Filipino revolutionary general who fought against the Spanish and the Americans. Also the First President of the First Republic of the Philippines. He surrendered to the Americans in 1901.

Del Pilar* - Gregorio del Pilar, one of the youngest Filipino revolutionary generals. His most famous battle, the Battle of Pasong Tirad, was his last. He died in combat against the Americans.

Oho* - Semiformal affirmative, less formal than 'Opo' which is also an affirmative

Psst* - Known as 'sitsit', it is a very informal way to call someone. Common among friends in the Philippines. Avoid using too often.

_Batangueño* - Spanish, adopted into Filipino language. Masculine. Means a person from the province of Batangas. The feminine version is Batangueña._

_Balisong* - A knife made in and popular in Batangas. Known as a butterfly or fan knife._

_Parol* - A decorative star-shaped lantern hung by Filipino Christian families at Christmastime._

_Tita* - Filipino for 'aunt'_

_Pinsan* - Filipino for 'cousin'_

_Carabao* - Beast of burden native to South East Asia. They usually pull ploughs or carts for farmers or are ridden like horses – very, very, very slow horses. Riding them is not recommended._

_Sunka* - Ancient Filipino board game involving cowrie shells or dried seeds, akin to congkak. There are two rows of seven holes on the board and two large holes at each end of the board – one for each player. The point of the game is to have more shells or seed in your collection pit (the large one) than your opponent._


	6. We Have To Move On

 It was a warm afternoon in Mitakihara City, the kind of afternoon that could make even the most studious lazy. The warm light of the gently setting sun crept through windows and into the rooms, prodding many to just bury themselves in blankets and pillows and to take an early nap. Mami Tomoe, who was busy as a bee, was one of the few exceptions.

 

Mami hummed to herself as she rummaged through her kitchen cabinets for a pair of fine Victorian tea cups. A pot of water simmering over her electronic stove accompanied Mami's bright tune and a freshly-made lemon chiffon cake sat cooling on her counter. She found the teacups hiding in the cupboards and gently set them onto the triangular glass table in the middle of her living room. A handful of books and documents she had prepared were already arranged neatly underneath the table. The apartment floors had been swept and waxed thoroughly, the carpet vacuumed, and the furniture dusted and wiped to sheen. Mami added the last touches to her lemon chiffon cake, adding icing and froth, and set it between the two tea cups along with two bags of tea. She wiped her hands on her red apron and smiled. She always kept her apartment tidy, but she rarely had a chance to clean it as well as she had that day… or to prepare it for guests, let alone friends. It gave her a sense of satisfaction.

Then, her doorbell chimed.

"Ah, she's here."

Smiling, Mami set aside the cake knife, took off her apron and dutifully rose to answer the door.

She peeked through the peephole and saw the strange and silent Homura standing before her door. Her underclassman's usually cold eyes were made bright by the sunlight. Mami never saw Homura's eyes as bright, but even so, the glimmer of eagerness in Homura's eyes seemed oddly familiar… almost.

Slung over Homura's shoulder, the well-worn book bag Homura always had with her seemed ready to burst with library books. Mami saw this and she knew their meetings would stretch far into the night again. She didn't mind. She didn't mind at all.

Mami's smile widened as she opened the door.

"Welcome to my home, Homura-san! Shall we have some tea?"

Homura fidgeted for a moment. Perhaps she was unprepared for such a warm welcome, thought Mami as she watched her guest scrambling to remain neutral. Little did Mami know that she had spoken those same words to Homura a long, long time ago at that very doorway. Back then, Homura received those words happily and would shyly ask if Mami had prepared cake as well. Delightful nostalgia struck at the underclassman, quickly followed by remorse. Times had changed since then and she was there for business.

"If you insist." Homura said with a plain nod.

Mami nodded back then led Homura to the table in the middle of her room. The guest sat down and Mami poured tea for the both of them, still humming happily. She then took her place opposite Homura and smiled, eying her guest's book bag.

"You've been busy, it seems."

"As have you." Homura replied, seeing the books and documents piled under the table.

"I promised to help you out, Homura-san, and I plan to deliver results." Mami said with pride, "Who knows… we might just be able to find out about the Puella Magi of the past!"

Homura's eyes turned to the side.

"I wonder how they lived…" Mami continued on, "Unlike us, living in relative peace, they had to deal with total war on top of Witches. It must have been tough. We're lucky."

"Yeah." Homura mumbled, remembering the scenes of the past Kyuubey had shown her through her formless screen. Not a lot of it was particularly pleasant.

"Do you suppose… hmm… maybe Kyuubey would know something about them?" Mami said, thinking out loud. At the mention of Kyuubey, Homura's eyes widened in shock. "Eh…? What's with that face, Homura-san?"

Homura closed her eyes and crumbled her brow. She then coolly replied,

"Y-you've got something going there, Mami. If there were Puella Magi back in the Second World War, that… thing must have given them contracts too."

Mami blinked, then sighed.

"That's true. How else would they have become Puella Magi, right?" Mami reasoned. She then turned to Homura with concerned eyes. "Is that why you've been meeting with Kyuubey lately? To learn about them?"

"That's…"

Before Homura could finish, a weak tapping sound coming from one of the apartment windows stole the girls' attention. A silhouette of Kyuubey against the sunlight cast a shadow that seeped into the room. Both Homura and Mami were taken aback for a moment. Mami stood up to open the door for the creature but Homura sat still, wondering if she should postpone the meeting.

"Sorry for intruding, Mami." Kyuubey said, hopping through the now opened window and into the apartment, "Let me stay for a while – I won't be a hindrance. As a matter of fact, I might even be able to lend a hand."

"Really?" Mami asked innocently, "How?"

"I do know the Puella Magi of the Second World War." Kyuubey piped, drawing Homura's glare. "Oh, and good afternoon to you, Homura Akemi."

Homura folded her arms and gave him no reply.

"If a girl had made a contract with any one of my kind, even in the past, I would know about it!" Kyuubey explained to the curious Mami, "If you wish, I can even give you glimpses into the past!"

"Oh, really?" Mami said, "That's amazing!"

"Of course, one would have to give me specific events or details to follow to get anything coherent." Kyuubey added, "Ask for something broad like, say, the Second World War, and that will be a very, very long tale. As a matter of fact, it would be a collection of many long tales! It would last for many lifetimes!"

"If so…, then…" Mami said, turning to Homura as if she had just figured something out. "Earlier today, at the library…"

Homura seemed hesitant to answer.

"I have been showing Akemi-san here the past, that's true." Kyuubey said in Homura's stead, irritating her further, "Yesterday too, actually!"

"I see…" Mami said, her brow furrowed as she frowned down into her lap. "I don't know what to say, Homura-san…"

"We have a common enemy, Mami, and she's coming to Mitakihara City within a few weeks – three weeks at most." Homura interrupted sharply, halting Mami's emotional retort, "There's no time for you to waste doubting me. Do you know about Walpurgisnacht?"

"Walpurgis… nacht." Mami repeated, feeling the color drain from her face, "You don't mean…"

"The Dreadnaught Witch." Homura said coolly, "I have reason to believe that she… manifested during the Second World War."

She then looked straight into Mami's eyes.

"I want to understand what made her so powerful so that I'll know how to destroy her. That is what I have been doing – that is why I've been working with Kyuubey even though I would rather not."

"You could have told me about that earlier, you know!" Mami complained, her eyes piercing Homura's "I told you I'd help you out, right? You weren't planning on taking her down alone now, were you?"

Homura went silent, her eyes blank. "To be honest, I…"

"I am a Puella Magi… like you, Homura-san. I want to fight alongside you." Mami interrupted, emotion painting every word she spoke, "I've been fighting my battles alone for the longest time now… as have you, I presume. Surely, you know how hard it is jumping into a barrier without anyone supporting you."

"Mami-san…"

"We've exchanged cold words in the past, I know." Mami said, the beginnings of tears welling in her eyes, "You seemed to want to distance yourself from me and I… thought you just simply hated me or Kaname-san and Miki-san for being your potential competitors…"

A fragile smile broke out on Mami's tearful face,

"But that's not true, isn't it?"

Homura was silent for a while, but a few words soon escaped her lips.

"I don't hate you, Mami."

"Homura-san!" Mami sniffed, wiping the tears forming in her eyes. "Very well. You and Kyuubey are looking into Walpurgisnacht, you say? Well, I want in."

"Are you absolutely sure you want to…"

"Yes. Certainly." Mami confirmed determinedly, "I want to know about her too. Then, when the time comes, we'll hunt her together."

Homura's eyes sharpened.

"You'd better take this seriously, Mami." Homura warned, "You know the rumors – Walpurgisnacht won't be a walk in the park. There's a reason why she's a dreadnaught Witch."

"I'm well aware." Mami promised, "I'll help you with all the resources and material I have – and I'll fight beside you with all my strength!"

"That's good. I'll be counting on you then."

"You know, Homura Akemi, you remind me a lot of her." Kyuubey said, staring back at Homura, "Hideyoshi-san, I mean."

"Hideyoshi?" Mami asked, unfamiliar with the name, "Who's this Hideyoshi-san?"

"One of the three girls Akemi-san has been asking me to look back into." Kyuubey said in its perpetually bouncy voice, "Out of all the Puella Magi of the Second World War, she is interested in these three the most, one of which is Hideyoshi-san."

"Eh…" Mami hummed, "Why would that be?"

"They are the ones…" Homura started, but she held her tongue. Mami tilted her head, prompting Homura to choose her words. "They are the ones… responsible for manifesting Walpurgisnacht."

"Witches are birthed from curses…" Mami said, a little bit confused – as if she was missing a piece of a puzzle, "I wonder what sort of curse could bring about a dreadnought Witch… and who would do such a thing? But… I guess that's what you're… we're trying to find out."

Homura only gave a blank nod. She then passed Mami her notebook and opened it to the very last entry Homura made – the one covering the battle at Mariveles. Over tea and cake, Homura gave her host a brief summary of what Kyuubey had already revealed and asked Mami to read the notebook entry. Mami listened to Homura and scanned through the entry fairly confidently – she knew the Battle of Mariveles well.

"Sergeant Nicanor de la Cruz, huh." Mami thought out loud, "Hero of Clark and Hero of Mariveles - He was a decorated Filipino serviceman."

Mami fished out one of the books she had prepared for the meeting from beneath the table and flipped to a picture of a platoon coming together for a photo at the foot of Mount Samat. Dated 'December 24, 1941', the picture was slightly faded and a little unclear. Despite that, Nicanor's wide smile and missing front tooth were easily noticeable. Standing beside him was a young Filipina girl with a head of dark curls and wide eyes and a smile matching the Sergeant's. On his other side was a tall, grinning American girl wearing an officer's coat over her travelling clothes. Homura pointed the two girls out to Mami – they were the other two girls she was investigating.

"Ligaya de la Cruz, daughter of Sergeant de la Cruz…" Homura introduced, "And Audrey Burnham, a successful hacienda entrepreneur before the Japanese invasion who worked as an English teacher for the USAFFE."

"Hmm…" Mami said, looking at Audrey and Ligaya, "So you're saying these two are Puella Magi?"

"Audrey is a Puella Magi." Homura said, pointing to a barely visible ring she wore on her right hand. "Ligaya, as far as I know, only has potential to become one but became involved with the Puella Magi at Clark when Audrey saved her."

"Like Kaname-san and Miki-san." Mami said, remembering saving the duo from a barrier not too long ago. Both she and Kyuubey however saw a flick of emotion across Homura's face.

"More or less." Homura said in a flat voice. "So what I need to know is this – what other encounters does Nicanor de la Cruz's platoon face?"

"After Mariveles?" Mami hummed to herself, "There are none. Rearguard elements of the Philippine Army II Corps such as militia platoons were deployed to watch the coast after the Mariveles attack and would not see a lot of action. From what I know though, the units posted to watch the coast weren't really in fighting condition. Hunger, paired with diseases, plagued the defenders of Bataan – Nicanor's unit was no exception. The next major historical event would be… the Fall of Bataan."

Mami stood up from her seat and loaded up her Mercator-projection map. It came on and was still focused on the Philippines on December 8th, 1941. She tapped the screen lightly and the date slowly moved forward. The map changed accordingly, showing the significant advances of the Japanese army and the major encounters recorded in history.

"The Battle of Mariveles lasted shy of a week, from late January to early February, 1942…" Mami said, watching the map remain mostly stagnant in the Philippines while moving rapidly elsewhere. "British Singapore fell in February… then Palembang and Borneo… Come to think of it, I'm surprised the USAFFE were able to hold out for so long given the conditions they were in."

"They must have received some form of help from outside." Homura said, "A convoy must have been able to slip through."

"That's impossible." Mami said, "The Imperial Japanese Navy has a substantial presence in the South China Sea and the Pacific Ocean – all the sea lanes are blocked. Plus, the Japanese laid down naval mines in Manila Bay to prevent naval resupply of any kind."

"But they did receive help." Kyuubey piped up from his comfortable spot on the cushions of Mami's couch, "For a time, the USAFFE received supplies straight from Manila."

"Manila?" Mami and Homura asked at the same time

"Yes." Kyuubey uncurled himself and yawned, "The naval blockade was fairly weak and the mines laid by the Japanese were only laid at the entrance of Manila Bay thanks to the batteries of Corregidor Island. As long as the USAFFE had control of that island, the Japanese would not be able to set up an effective trap. In short, it didn't prevent seafaring through Manila Bay itself completely. Like I said, ships from Manila brought in supplies… and even Douglas MacArthur was able to sail out of Manila Bay to Australia in a PT boat!"

"But just who from Japanese-occupied Manila would send aid to the USAFFE?" Mami asked curiously. "Public execution was the usual punishment for collaboration with the enemy."

"People who work in the shadows, obviously." Kyuubey said, "Puella Magi – or rather, a group of Puella Magi."

Mami turned to the creature with interest as it closed its eyes to bask in the setting sun.

"Well then," Homura said, a pen in her hand and a new page of her notebook in front of her, "Feel like telling us how Puella Magi ended up helping the USAFFE?"

"If that's what you wish to know." Kyuubey yawned. The creature opened a red eye. "Mami-san, may I borrow your map?"

"Oh—by all means, go ahead."

Kyuubey hopped off the couch and trotted down to the wall. With a small white paw, he touched the map, making it fizzle in the same way as Homura's formless screens. Flashes of color darted out until it began to settle into a scene on the shores of Mariveles, Bataan. Underneath the picture, runes slowly turned into Kanji, giving the date February, 1942.

Mami gasped in amazement, "This is… Mariveles? Corregidor Island? And… is that Douglas MacArthur! Yes! Yes it is!"

She turned to the small white creature.

"You're really showing us the past! How can you show it to us so clearly?"

"I remember everything in perfect detail." Kyuubey turned around, "Unlike you humans, my kind and I have a shared memory. Given a medium of some sort, I can project it like this!"

"Ah… I see…"

"So please, Mami-san, have a seat with Akemi-san. Let me take you both back to the Second World War."

* * *

**Act VIII – Written Off**

February 25th, 1942, at the coast of what used to be the prosperous town of Mariveles, the afternoon was unbearably humid. Mariveles had been known to the Americans as a peaceful, lively coastal town filled with the laughter of children going to and from school and the singing of farmers as they worked in the vast hacienda fields. There was none of that that February morning – Mariveles was silent… simply miserable. The sun hardly managed to get through a thick wall of clouds. Only a line of Filipino and American servicemen stood in a stiff line on the beach.

At the middle of the line, Nicanor stood worn from his two rough months of service. He and his fellow servicemen saluted as Douglas MacArthur, with his large smoking pipe and aviator glasses, and Major General Wainwright walked stately before the line.

MacArthur, the commander of the beleaguered USAFFE gathered the servicemen from all branches of the US and Philippine military who fought valorously to award them their medals. Before he left for Australia, he and Wainwright pinned medals onto the tattered shirts of the men, slowly moving from the ends to the middle. None of the awardees were very thrilled that afternoon. If their very own commander was being pulled out of the combat zone, what did that say about the fates of the common soldier? Medals weren't going to win the war for them after all – and medals won't console them from defeat. Nicanor de la Cruz, who was receiving a Distinguished Service Cross for his action in Mariveles on top of his Flying Cross, understood this reality the most. Naturally, he hated it.

"So you're the one Jim* brought in to the Philippine Scouts as a Sergeant." MacArthur said pleasantly as he pinned the Distinguished Flying Cross on Nicanor's dilapidated khaki uniform, "I expected you to be taller – or to at least have a full set of teeth. Hah!"

The General managed a small smile at his own joke.

Nicanor managed a polite smile, staring fixedly at MacArthur's nose.

"Hey, son…" MacArthur added, pinning the Service Cross this time, "That was a joke, you hear? You Filipinos are exceptional fighters – if we had another fully-trained regular Philippine Scouts division, we might be taking the fight to the Japs by now, you know! And Mr. Quezon would have his Malacañang Palace back!"

Nicanor nodded dociley. He was keeping himself from lashing out at the General… from doing anything desperate or stupid. Nicanor and the rest of the men staring straight wanted to know… or rather, demand to know if Washington just thought of the Philippines as an expendable buffer state – a mere square on the chessboard. All the servicemen standing in attention kept their silence and watched the General walk away. In a week's time, MacArthur would leave the Philippines, leaving Wainwright in charge.

Once MacArthur left, the state of the USAFFE got exponentially worse – its issues were out of Maj. General Wainwright's control.

The rising temperatures of March paired with the perennially high humidity of the Philippine coastline and jungles brought a new foe for the USAFFE – disease. Left and right, people were catching sickness of some sort. Diarrhea, fevers and the common cold were the usual suspects, perennial maladies in the archipelago even at peacetime. Lately though, those perennials were joined by malaria, typhoid and hepatitis. Before long, the number of USAFFE servicemen succumbing to sickness exceeded those wounded in encounters with the Japanese army.

One day, in the usual weekly assembly of Nicanor's platoon, the sergeant saw more than half of his unit absent. Some of the men were in the camp's infirmary tent, nursing wounds from battle or recovering from sickness. Others, mostly the university student corporals, had packed up their things and deserted long ago. Nicanor rubbed his temples in thought and dismissed the troop for the day. For the first time in a long time, he didn't have anything to say to strengthen his men's spirits. How could he raise other people's spirits when he himself felt rather down? Naturally, his daughter Ligaya was the first to notice.

"Itay." She said, coming to her father's side as the remnants of his troops dispersed. She watched the side of his face and saw it afflicted by frustration.

"Ms. Burnham wasn't at the assembly today." The sergeant sighed, noting the absence of one of his most trusted personnel. "Don't tell me she's sick now too."

"Audrey's fine." Ligaya said. She paused. "The thing is… her aunt and little cousin fell ill last night – they caught something too."

"Ms. Burnham's relatives too, huh?" Nicanor groaned, staring out to the distant sea. His stress grew more and more evident. Then…

"Hey, Ligaya…" Nicanor then asked grimly, "Do you think we're going to last for another two months?"

Ligaya opened her mouth to speak, but she didn't know what to say.

"I mean, look at us now…" The father complained, "All we have to eat now is stale rice – whatever meat we have rationed to us now comes from the horses slaughtered of the Cavalry regiments! Or the carabaos! Maybe if we moved to Australia, things would be easier for us…"

"At least we have something to eat, right…?" Ligaya replied, trying to piece together an argument. "The rice, stale as it may be, is still rice… and… and… we're still alive… and together, dad!"

"… Ligaya."

"That's what's truly important, itay."

"Ah… sorry anak." Nicanor then apologized, "I just have a lot on my mind right now. Things aren't exactly going smoothly for us…"

"I know." Ligaya agreed somberly

The grey skies above them then rumbled. Soon, a light drizzle followed. Ligaya was about to tug her father back to their tent, but she saw how he fell silent and Nicanor fell silent. He listened to the symphony of raindrops with his eyes closed and his head tipped upwards. Moments later, he smiled.

"But that's not a reason to give up now, isn't it?"

"Of course not, itay."

Ligaya looked up to the sky with her father, their faces moistened slightly by the drizzle. A gentle wind then blew and caressed their faces.

"So come on now, anak." Nicanor said, taking his daughter's hand, "We shouldn't stay out in the rain – we'll get sick too!"

With slight smiles, the father and daughter began to walk back to their camp.

"Ligaya, Mr. de la Cruz!" It was Audrey running towards the father and daughter, splashing through the mud with a sense of urgency about her. Her brown hair flew wildly behind her. She dashed towards Ligaya and Nicanor, skidding unevenly and arms flailing, a sheet of paper crumpled protectively in her hand. "I just received a broadcast –"

She unfurled the sheet of paper and waved it in front of the Ligaya and Nicanor, "-and you've got to hear about it!"

Audrey fought to catch her breath, exhausted from rushing to and from their camp. The de la Cruzes brought the American with them to their quarters to continue their talk there. Once the girl had settled down, Audrey showed them the note she had typed up.

Apparently, a resistance movement was starting to form in Northern Luzon, calling themselves the _Hukbong Bayan Laban sa mga Hapon_ (Hukbalahap), or the _People's Army Against The Japanese_. They claimed to have control of the Cabanatuan stockpile, a few hundred metric tons of rice that the USAFFE had been unable to relocate from their Cabanatuan supply depot during the height of the Japanese invasion. Also, they said they had the support of local farmers in Japanese-occupied Luzon. They were willing to send the food aid to the USAFFE in return for two things – charting a safe route through Manila Bay and whatever weapons the USAFFE could spare. Audrey's voice was beyond exited.

"We could do this easily!" Audrey said, almost bouncing in urgent delight, "It wouldn't take much effort and the army could really use the supplies, no?"

"We could definitely find a route… maybe using a rowboat in the night." Nicanor thought out loud, leaning against his chair. "But weapons… we ourselves already lack equipment. We don't really have anything to give them."

"They wanted to arrange a meeting with the USAFFE in Manila. We might be able to negotiate the terms." Audrey continued, "But they advised against sending any prominent figures. That would include you, Mr. de la Cruz – collaborators have been singing about the USAFFE, I heard."

"Oh, I'm popular now, huh?" Nicanor snarked, laughing a little, "But damn those collaborators – surely Aguinaldo would be displeased by their cowardice."

"In any case," Audrey concluded, "Someone's going to have to meet with these Hukbalahap people – I volunteer to go."

"Audrey!" Ligaya gasped. "You're not serious about this, are you?"

"I'm dead serious." Audrey laced her hands together and looked at the de la Cruzes, "If we can secure that food, the situation in Bataan would improve significantly, wouldn't it? Folks wouldn't succumb to sickness as quickly as they do now. And…" Audrey added, her voice giving way to desperate determination, "those who already are sick can actually have the energy to recover."

Neither Ligaya nor her father dared to say anything.

"Think about it." Audrey said, her voice now composed and rational. "Tactically, sending a girl to the meet would be best. The Japanese wouldn't immediately suspect a girl to be meeting with rebels, let alone work with the USAFFE. Plus, I've been to Manila a lot in the past – I know how to blend in easily."

"Audrey?" Ligaya began carefully. "You're doing this for your relatives, aren't you?"

"Of course I am!" The fierceness of Audrey's eyes made Ligaya's cautious arguments crumble. "I can't just sit idly by when I know there's something I can do to help them! However-"

Audrey suddenly looked almost apologetic.

"However?"

Audrey turned to Ligaya's father, who had been listening with a small furrow in his brow.

"Sergeant de la Cruz." She started in her most proper and formal voice, "I was wondering if I could bring Ligaya along with me."

"… What?"

* * *

**Act IX – Occupied Capital**

Darkness fell over the calm, misty waters of Manila Bay, disturbed only by the cautious strokes of the paddles of a rowboat. Nicanor and Audrey Burnham's uncle steered the small wooden boat through the bay towards the mouth of the Pasig River that ran through Manila. At the back of the small rowboat, Audrey and Ligaya huddled together, watching their boat creep closer to the nation's former capital. At the very front of the boat, Kyuubey sat looking far off into the night with gleaming red eyes. Audrey had asked the small white creature for help, for him to track the route they had taken so that she could draw a map once they came ashore.

An M1917 Enfield rifle and an M1903 Springfield rifle sat together at the floor of the boat, beside the two men rowing the boat while Audrey and Ligaya held on tightly to pistols. Audrey clutched her trusty M1911 while Ligaya nervously clung on to her father's Peacemaker revolver. Audrey's eyes were sharp as she kept a lookout for any movement at the shorelines while Ligaya was white with fear. This was not how any of them thought they would return to Manila.

Somehow, the young Filipina girl had convinced herself to tag along with Audrey Burnham. Ligaya's father was much, much harder to convince, as he immediately refused. As an officer, it made sense to send people he could trust to the meet with the people of Hukbalahap. As a father, he wouldn't ever consider sending his own daughter behind enemy lines.

"But…" Audrey patiently explained to him hours ago back at camp, "If Ligaya and I go together, we'll be less inconspicuous. And we'll have two guns in case things get rough."

It took a few hours, quite a few talks and nervous preparations until Nicanor allowed his daughter to board the wooden rowboat with them. Ligaya knew her father didn't give Audrey's plan his approval – but he hasn't disapproved it, either. And so, Ligaya found herself in the rowboat in silent, fearful contemplation.

The boat slowly approached the mouth of the Pasig River, the men slowing down as they checked for any Japanese soldiers within earshot. Standing tall by the river was the famed walled sub-city of Manila called Intramuros. Intramuros' high stone walls, reminiscent of ramparts of Spanish castles, had been home to the Spanish garrison in the 19th Century and had been a drill-ground for the American garrison until Manila was declared an open city. They had expected the walls of Intramuros to be teeming with Japanese troops, armed with bristling artillery batteries rivaling Corregidor Island and spotlights to watch Manila Bay. But… aside from a sparse number of sentries walking to and fro and a single Japanese flag flying in the early morning breeze, there was no significant Japanese presence. Maybe they hadn't set up Intramuros' defenses yet. Whatever the reason, the four people in the boat were thankful and carried on their course.

Carefully, they made the boat drift towards the riverbank opposite Intramuros. The men set aside their paddles, trading them for their rifles then moored the boat to some pegs. Nicanor returned to the boat, facing the pale Ligaya.

"Anak… we made it here safely somehow… but now it's time to make a choice. Will you go with Ms. Burnham?"

Ligaya couldn't meet her father's intense gaze, instead finding her eyes drawn to the revolver in her shaky hands. She nodded. Her father, unconvinced, didn't move so Ligaya tried to speak. She managed a croak. "Yes."

Even to her, her voice sounded quite pathetic.

"The only way I'm letting you out of this boat is if I know that I can trust you, anak. I want to trust you – but I have no reason to do so." Nicanor said, "How can I give you my trust if you cannot even trust yourself?"

"I-I do trust myself." Ligaya stammered, "It's just that… I don't know if someone like me can actually do anything. I…"

Before she could finish, her father wrapped his arms around her tightly. "A single person can make all the difference in the world – but you just have to believe."

"Itay…"

"We don't know what tomorrow will hold, but we have to move on – no matter what. We may trip, we may stumble… but we can also reach the top of the hill. Hesitation, though, will get us nowhere. After all…"

"Faith is all we have." A heartened Ligaya said – it was her favorite saying, something she and her father said often when the other felt down.

"So let me ask you again." Nicanor said, "Are you going with Ms. Burnham or not. Deep inside, I know you want to – but declare it with conviction. Give it everything you've got or give nothing at all."

"I want to go." Ligaya then said, more firmly than the first time, "I want to go with Audrey."

"Then come back home safely." Nicanor said, patting Ligaya's head, "I'll be waiting. We'll have the boat back here at around ten o' clock in the evening."

"Yeah." Ligaya said, feeling happy tears well in her eyes, "I'll be back – for sure, I'll come back."

"That's my girl." Nicanor smiled. He then turned to Audrey. "Ms. Burnham, take care of my Ligaya."

"I'll protect her with my life." Audrey promised. The sergeant then helped the two girls off the boat, followed by Kyuubey who hopped off the front and onto the riverbank.

"We'll be counting on you Audrey, Ms. de la Cruz." The uncle then said, "Please come back with favorable results."

"We'll do our best." The girls assured. They then watched the two men climb back into the rowboat, rowing back out into the dark, watery expanse of Manila Bay.

"Time to go, Ligaya." Audrey said, hiding her pistol in one of her pockets, "We don't have a lot of time before daylight comes."

The Filipina girl nodded, hiding her revolver too. She and Kyuubey joined Audrey as they walked up the river bank. Cautiously, Audrey, Ligaya moved onto a riverside road while the white creature leisurely trotted behind them. They would take this road to the Old Tondo district of Manila.

"Hey, Audrey…" Ligaya said, turning to the American girl walking beside her, "You said that Witches usually manifest and can cause sickness, right?"

"That's what Kyuubey told me, yeah." Audrey confirmed, "They also cause panic and fear – as you've already seen in the past."

"Yeah…" Ligaya said, putting her fingers together as she thought, "Then aren't the sicknesses happening in Bataan because of Witches manifesting in the area?"

"That would make sense, wouldn't it?" Audrey asked, holding out her Soul Gem. "At first, I figured that Witches must have been about, causing everyone to get sick in Bataan – especially when my Aunt and cousin fell ill. I was itching for a Witch to hunt to make things better. But…"

"But?"

"There have been no Witch attacks in Bataan since the fighting in Mariveles." Audrey sighed, transforming her Soul Gem back into its ring form. "What's happening in Bataan now is just nature showing us the folly of war."

"That's why we have to end this war…" Ligaya said, a small flicker of determination in her voice, "Meeting with the Hukbalahap is our first step towards that."

"Precisely." Audrey said with a smile, "You bounce up rather quickly, Ligaya."

"Hehe, thanks." Ligaya smiled back. "I have to have more faith in myself after all – itay is counting on me."

"Let's make him proud then." Audrey cheered, "Before long, Uncle Sam's gonna breeze through the Pacific and Manila will be back in the Philippine Commonwealth's hands!"

"Yeah!"

With brighter spirits, the two girls walked on down the road.

Projecting balconies and grilled windows of the magnificent stone buildings dating back to the Spanish times stood alongside modern concrete buildings built by the Americans welcomed the girls as they got deeper into Tondo, a delicate balance between the old and the new. Little had changed since the flags of the Philippine Commonwealth and the United States flew together on Manila's flagpoles. Of course, there were a number of shell-shocked buildings and cratered roads formed in the advent of initial Japanese aerial bombing, but the city was more or less intact.

Daylight came as the sun rose from the east, and the narrow streets of the Tondo district slowly began to fill with people. Residents walked out of their homes, the shops were manned by their owners and visited by their customers and the streetcars started to roll through their tracks to pick up morning commuters. Horse-drawn carriages and buggies, known locally as _calesas_ and _karwahes_ followed then the occasional automobile that drove by.

"Not much different from how I remember it in November." Audrey told Ligaya as they walked together, watching the scene unfold their eyes, "Manila's still Manila, I guess."

"Is it always this busy here?" Ligaya asked, a little overwhelmed by the number of people, "My hometown of Tayabas* doesn't hold up a candle to this!"

"Well, this is the capital of the Philippines." Audrey reasoned. "Though… I probably should say _former_ capital."

True enough, Japanese flags flew atop the old government buildings and Japanese troops and vehicles were mixed in with the civilian traffic. Trucks mounted with machine guns or a tank or two were common sights in Manila, followed by lines of Japanese soldiers marching dominantly through the streets. Whenever the Japanese army paraded like that, the civilians parted to the sides of the street in fear. Then, speakers atop trucks blared out messages all over the city in Filipino, Spanish and English.

" _Mga kababayan, alalahanin natin na ang mga Hapon ay hindi natin kalaban. Sa halip, sila ay ating mga tagapagpalaya!_ " -

" _Mis compatriotas, recuerda que los japoneses no son nuestros enemigos. ¡En realidad, son nuestos libertadores!"_

"My countrymen, remember that the Japanese are not our enemies. Rather, they are our liberators!" -

These messages made Audrey and Ligaya feel rather bitter. If it weren't for all of the Japanese soldiers marching around, the girls would have spoken out against it. For now, they would have to hold their tongues. The two girls stayed close together just melded into the large, albeit spread-out crowd and walked further down the riverside road. They reached what had been known as the Jones Bridge where a military post was being set up. Soldiers of the Japanese army eyed the civilians with suspicion, making Ligaya's heart race.

"The rendezvous point is on the other side of the riverbank, right?" Ligaya whispered, "Do you think we'll be able to make it though?"

"We're fine for now, I think…" Audrey said, looking at her clothes and Ligaya's. "But we shouldn't take any chances."

Audrey rubbed her chin and thought.

"I know." She said, an idea coming to her mind, "There's a store I used to go to around here in the past – we can get ourselves some clothes. We'll fit in better that way."

"Don't tell me you just want to go shopping." Ligaya asked with a raised brow.

"Well, maybe that too." Audrey laughed. She pointed to a marketplace roughly two blocks away. "Come on, let's go!"

The girls walked into the shade of the marketplace, known locally as _palenke_ s, and picked out common clothes usually worn by the Manila women. As they were shopping, Audrey saw a familiar shopkeeper coming to assist her and Ligaya. The old Filipina shopkeeper saw Audrey and was delighted.

"Ms. Burnham!" She whispered in Filipino, "What are you doing in Tondo? I thought you and your relatives were in Mariveles? And who's this girl with you?"

"Magandang umaga, po*." Ligaya greeted the shopkeeper who returned the gesture happily, though a little confused.

"Long story, inday*." Audrey whispered back. "We just want to buy some clothes to, you know, fit in… to be inconspicuous."

"Ah, I understand." The shopkeeper said, getting the gist of what Audrey was saying. "The clothes you have now are fine, to be honest – but some accessories would be good."

The shopkeeper picked out a pair of shawls and a large wicker basket the market-going ladies oftentimes brought. She explained that it would make Audrey and Ligaya look like they were doing their Sunday shopping.

"That works." Audrey agreed, taking out a wad of US Dollar bills.

"Ay… That money is no good here, Ms. Burnham." The shopkeeper apologized, shaking her head. "If I got caught with Lincolns and Washingtons in my cache, I'd be in line for a public execution."

"Oh… right." Audrey realized, taking out other paper bills instead. "Philippine Pesos are okay?"

"The Commonwealth's Pesos? For now they are…" The shopkeeper said, "But that'll change mighty soon, I heard."

"I see."

The shopkeeper took the Pesos and gave Audrey her order.

"Take care now, Ms. Burnham. The Japanese have been very pushy lately."

"Will do – and you take care as well, inday."

Putting on their shawls and wearing their baskets on their arms, the two girls walked out of the panlengke and towards the bridge with Kyuubey following them as he had always been. Following a group of women bearing baskets filled with grains or fruit, they passed through the bridge and were barely noticed by the soldiers. Their disguises were perfect. Once they had passed the unfinished checkpoint unscathed, they were able to breathe a little bit easier. With that load off their shoulders, they were able to better appreciate their surroundings.

The Jones Bridge was a magnificent bridge the Americans had build to replace the Puente de España which had been destroyed decades ago in a flood. Marble statues of prominent figures stood watch over both entrances of the bridge – the side they approached had a statue of _Tandang Sora*_ at the left and a pockmarked _Gabriela Silang*_ who rode atop a now headless carabao at the right. It was a magnificently odd, yet fitting sight. Then, in the distance, stood the iconic Manila Cathedral, a Neo-Romanesque basilica that highlighted the country's Catholic faith. A tall stone bell-tower stood beside the basilica and reached up to the blue morning sky. Their destination that morning wouldn't be too far from the Cathedral or the bridge.

Close to the heart of the Tondo district of Manila was an abandoned warehouse where the Hukbalahap had asked to meet with representatives of the USAFFE. Before long, the girls found it – the old warehouse with words in white paint on its roof reading ' _Azucarera Filipiñana'_. At the front doors of the warehouse, a young Filipino man smoked a cigarette and looked around the area with shifty eyes. His free hand was dug into his pocket where a faint impression of a pistol could be seen if one looked close enough. The man saw the two girls and looked at them with scrutinizing eyes. He was a member of the Hukbalahap.

"Here we are, Ligaya." Audrey said as they approached the warehouse, "Let me handle the talking, alright?"

Ligaya nodded and Audrey led them closer to the warehouse.

" _Tigil_." The man halted the girls sharply in Filipino, " _Magpakilala kayo._ "

He asked them for identification.

" _José Protacio Rizal*_." Audrey replied coolly, " _Noli me Tangere*."_

" _Pasok."_ The man promptly replied, stepping aside, opening the door and ushering them in. Kyuubey, invisible to the men, just liesurely invited himself.

Before the doorman closed the door, Audrey noticed a quick flash in the corner of her eye. She couldn't discern where it came from, or what caused the flash. The morning sunlight must have shone off something, Audrey reasoned. The American had no solid evidence, but she suddenly felt as if someone had been watching her and Ligaya.

* * *

**Act X – The Hukbalahap**

Empty boxes and rubble littered the floor of the _Azucarera Filipiñana_ as the doorman showed Audrey and Ligaya the interior. A couple of men were, also wearing a common man's clothing were loafing around and talking amongst themselves in Filipino. Old Spanish-age Mauser rifles stood near the men as well as a handful or 5-piece rifle magazines. Sunlight crept in through the warehouse's crumbling roof, weathered by the lack of maintenance and the removal of the old sugar-processing machines. Large frameless windows were mostly covered in empty sugar sacks, giving the dismal warehouse an even more somber vibe.

At the middle of the room was a wooden crate which apparently was being used as a table, illuminated by one of the few uncovered windows. Behind that table sat a Filipino man in his early thirties who looked deep in thought - the person who had asked to meet with the USAFFE. The doorman called the attention the man behind the crate, saying that their contacts had arrived. The man hastily stood up and faced the two girls but stopped midflight.

"Who the hell are these girls?" The man asked sharply in Filipino, returning to his seat "Why'd you let civilians in?"

"We're no civilians." Audrey countered back in Filipino, standing firmly with Ligaya at the other side of the crate. "Acting Corporal Burnham – Philippine Army II Corps, and this here is my aide, Ligaya de la Cruz. I'm the one who received the broadcast of the Hukbalahap, Mr. Taruc*."

"How did you get here from Bataan?" Mr. Taruc asked skeptically, weighing down the girls

"By rowboat under the cover of darkness…" Audrey said firmly, "We've been able to chart a safe route through Manila Bay too, naturally."

Hearing Audrey's response, Mr. Taruc groaned. Without a doubt, these two girls were the ones sent by the USAFFE to meet with them.

"We told you guys not to send any prominent figures, I know… but to send girls to do a man's job?" Mr. Taruc contemplated out loud, "They must really have it rough…"

Though Mr. Taruc didn't intend to say it that way, the girls were somewhat offended. Gathering all restraint, Audrey tried to get on with business.

"With all due respect, Mr. Taruc, my aide and I do not wish to stay in Manila long." Audrey said as she and Ligaya discarded their baskets. "Let us begin negotiations immediately."

"Of course, of course." Mr. Taruc said, clearing his throat. "As you know, our organization has control of the Cabanatuan stockpile. If we reach an agreement, we will send regular shipments to the USAFFE by boat using the path you have charted."

"I figured that would be the case." Audrey said, listening observantly, "That fulfils one of the USAFFE's responsibilities."

"Yes." Taruc agreed, "Now then… when can we expect to receive weapons?"

"That's what we wanted to negotiate." Audrey said, taking a deep breath. "The USAFFE, at the moment, has no weapons to spare. We actually have a shortage of weapons – so I don't think that we will be able to send any significant materiel immediately."

"Hrm… if you can't provide us with weapons, then this deal is…"

"Wait, Mr. Taruc, I haven't made my counter-offer yet."

"Fine. What's this counter-offer of yours?"

"If we can properly feed the USAFFE's troops, the USAFFE will definitely perform better in battle. Naturally, that means we would more likely capture Japanese weapons in our encounters that way."

"Your point, being?"

"Once we fill our weapon deficit…" Audrey bargained, "We'll send every piece of Japanese small arms we capture on the battlefield. Think of the weapons as your accounts receivable."

"That's reasonable enough an offer, Ms. Burhnam." Taruc said, reaching out to shake Audrey's hand. "But the Hukbalahap really needs those weapons – we'd prefer to trade materials for materials rather than materials for promises. As things stand, our organization isn't in a position to…"

"Taruc!" The doorman cried in Filipino, interrupting the negotiations, "The Japanese are headed this way – more than ten of them!"

"More than ten?" Taruc gasped, "Damn! They know we're here! We should…"

As Mr. Taruc spoke, a grenade tapped against the warehouse's front doors then exploded loudly, blowing them wide open and making the weak warehouse shiver mildly. The two girls and the men of Hukbalahap ducked desperately and fell to the floor to take cover from the debris. Though they had buried their faces on the floor, Audrey and Ligaya felt the presence of two Japanese soldiers rushing into the warehouse. The soldiers clutched onto Type 100 submachine guns and prepared to open fire on their unprepared foes.

Before they could shoot, the bells of the Manila Cathedral rang to mark the beginning of Sunday morning mass. The girls braced for impact, listening to the bells as if it was the last thing they would ever hear, but they did not die. The burst of submachine gun rounds they expected didn't come. Instead, one of the submachine gun soldiers gasped in horror. Audrey opened her eyes to see one of the Japanese soldiers on the floor, blood running out the back of his head. Seconds later, the other Japanese soldier cried in pain and fell on his stomach, a rifle bullet lodged in his back.

"Sniper…?" Audrey noted, peeling herself from the floor. "Shit! There's still more of them coming!"

Rattled by Audrey's words, the men of the Hukbalahap picked up their old rifles and took positions at the back of the warehouse behind any cover they could find. Though the two Japanese soldiers had been shot, the people in the warehouse were gravely outnumbered, not to mention outgunned. They had no choice but to escape.

"Split up!" Taruc shouted to his men, "We'll meet back in Cabanatuan! You girls find somewhere safe to hide!"

"What about the deal?" Audrey demanded from Mr. Taruc, "What about the food ressuply?"

"Now isn't the time to talk about things like that! We have to save ourselves first!" The man shouted back, "So get going, you hear! We'll negotiate some other time!"

At his mark, one of the Hukbalahap men ran and tackled the flimsy wooden back door of the warehouse and broke through it easily. The rest of the Hukbalahap men followed and Mr. Taruc disappeared with them and leaving the girls behind.

"No way!" Audrey growled, "Damn it! Ligaya, let's get out of here!"

Drawing their pistols, the girls made a run for it and Kyuubey followed. In their haste, their new shawls flew off their backs and onto the floor of the warehouse. The Japanese soldiers barged into the warehouse to find that their prey had already escaped, finding just the empty baskets and the dirtied shawls on the floor. Shouting curses, they gave them chase.

"Where do we go, Audrey?" Ligaya asked, holding on to Audrey's hand as they ran desperately

"We're quite far from the bay…" Audrey puffed, barely able to tell where they were "And the boat won't come for us till the evening…"

"So where exactly are we headed now?" Ligaya asked in shock.

"I-I…" Audrey cringed, unable to read any of the street signs, "I don't know! As long as we get away from those damn Japs!"

Picking up their pace, the girls ran through the thick Manila crowds to try to lose their pursuers. However, once the Japanese soldiers fired warning shots, some into the air, the crowds hurriedly dispersed and the girls would soon find themselves out in the open in a part of Manila Audrey had never visited before, Escolta. Terrorized, Audrey stopped in her tracks.

"Why are you stopping?" Kyuubey asked, "Those soldiers are going to close in on you two fairly soon."

"I don't know where to go, Kyuubey!" Audrey growled, "I've never been here before…"

"Oh, I see. Leave it to me then!" Kyuubey then said, turning his eyes to a nearby side street. "Go down this road!"

Desperate to escape the Japanese soldiers, the two girls followed the creature into the side street. Kyuubey took a lot of sharp turns, leading the girls through a maze of narrow alleyways. Then… Kyuubey led them into what seemed to be a dead end.

"A dead end…" Audrey gasped, "Kyuubey, I thought…"

Before she could finish, a girl with golden-brown hair appeared before them, holding onto a shining Soul Gem of rich maroon. It was a Puella Magi.

Desperate and suspicious, Audrey stepped in front of Ligaya and took out her own amber Soul Gem, ready to do battle. However...

"I'm not here to fight, comrade." The girl said in English with a thick Russian accent, "Kyuubey asked me to come and help you two."

A rich maroon light then wrapped the girl and transformed her into her Puella Magi form. The girl wore a maroon Cossack uniform with high brown boots and a tripartite hat. A bracelet she wore bore her maroon gem, a lithe rapier slung beside her hip and a golden leather bandolier hung over her shoulders. With a gentle tug, she pulled off the bandolier and flung it into the air, forming a circle around her, Kyuubey and the two girls.

"What are you doing?" Audrey demanded, "The Japs are gonna… damn!"

True enough, the Japanese soldiers came, peering into the alleyway. Eight of them entered the alleyway, holding submachine guns and modern rifles. However, they saw nothing.

"They're not here." One of them said in Japanese. "Search the other alleys! And find that bastard who's been sniping us!"

With that, the rest of the unit thundered down the side street to the relief of Audrey and Ligaya.

"You're safe now comrades." The girl said, retrieving the bandolier and reverting back to normal. "My, if Kyuubey hadn't told me that you two were in trouble, I wonder what would have happened."

"Wait a second… how did Kyuubey tell you that we were in trouble?" Ligaya added in English, "He was with us all this time!"

"Through telepathy, of course." The third girl explained. She then smiled at the two girls and sent her thoughts. "Like this – see?"

Audrey and Ligaya gasped.

"It's something Puella Magi can do, it seems." The girl said, "And… those who have been involved."

Audrey and Ligaya gathered their thoughts and tried sending messages to each other. To their surprise and shock, they were able to communicate without a synch. Rather than be delighted, Audrey grew angry.

"Kyuubey!" Audrey growled, "You never said anything about us having telepathy!"

"You never asked!" Kyuubey defended, "If you did, I would have told you about it."

"That aside…" Audrey said, shaking her head, "You haven't answered our question yet, miss. How could you know Kyuubey when he was with us for the past few months – from Pampanga to Bataan."

"I don't know 'that' particular Kyuubey. I know one of the others." The girl explained, "Not counting the one with you, I can say I've met three different Kyuubeys."

"And we all know each other and everything happening around us." Kyuubey piped, "There are quite a lot of us, you know."

"You little bugger…" Audrey sighed, not sure if she should be amazed or scared, "There's more to you than it looks…"

"Yeah, apparently." The third girl agreed, "In any case – it's good that you two are safe."

"Thanks to you." Audrey nodded thankfully. "Audrey Burnham. And this here with me is Ligaya de la Cruz."

"Nice to meet you, comrades." The girl said, shaking their hands, "Serafina Larivenko – from Ukraine… or should I say the U.S.S.R.?"

"Serafina…" Audrey repeated to herself. Her eyes then bulged in realization, "Serafina! You're that girl that Michi girl mentioned…"

"Oh, comrade Hideyoshi ." Serafina noted, familiar with the name, "She mentioned me to you two?"

"One way or another ,yeah." Audrey mumbled, remembering her encounter with the Japanese Puella Magi many days ago. "So that aside, are you the only Puella Magi in this area, Serafina?"

"No, I'm not." The Ukrainian girl smiled, "There's a whole bunch of us!"

"A whole… bunch!" Ligaya gasped, "Like three or four other Puella Magi?"

"Around twenty in Manila, to be exact..." Serafina corrected happily, amazing the two girls, "Those girls are part of the Manila chapter of the grand co-operative of Puella Magi, 'Salvae, Terrae Magicae'. 'Salvae' for short."

"Salvae..." Audrey and Ligaya repeated with astonished tones.

"There are a handful of branches around the world too!" Serafina continued with pride, "Salvae is an international institution created to ensure the welfare of Puella Magi around the world. Under us, no Puella Magi will have to be homeless, unarmed, sickly or hungry!"

Serafina then smiled at her amazed audience.

"You two came here to meet with a rebel group for food supplies, right? Don't look surprised! Kyuubey already told me about that too! What if I say that Salvae can supply the USAFFE with food... and even medicine and weapons! We've got more rice than the Cabanatuan stockpile - we've also got canned goods, medicines and the most modern weaponry from all over the world!"

Audrey and Ligaya couldn't believe what they were hearing.

"But wait! Here's the best part! We can even deliver the goods in broad daylight, right under the Japanese forces' noses!" Serafina boasted, "Notice how I hid you two and Kyuubey from the soldiers a while ago?"

"That's ingenious..." Audrey stammered, "N-no, that's perfect! Let's negotiate a deal right now! What do you guys need? Dollars? Philippine Pesos?"

"No - those won't do." Serafina said, shaking her head, "Grief Seeds. Salvae, Terrae Magicae deals in Grief Seeds. We are an organization of Puella Magi, after all. It only makes sense."

* * *

At the bell tower of the Manila Cathedral, a Japanese girl removes earplugs from her ears. A still smoking Type 97 Sniper Rifle sat atop the windowsill of the bell tower, beside a turquoise Soul Gem that shone in the morning sunlight. From the window, the Japanese girl would have had a fairly good view of the Azucarera Filipiñana. She was the one who had shot the two Japanese machinegunners dead. Hearing the sounds of voices and footsteps grow louder from below, the Japanese girl didn't have to take pride in her marksmanship, nor did she intend to.

She pocketed the two ejected cartridges of 6.5x50mm Arisaka rounds that sat on the floor, picked up the rifle then slung it over her shoulder. She then picked up her Soul Gem and jumped out of the bell tower. In an instant, blue light surrounded her, transforming her clothes into her blue, morning-glory patterened kimono fluttering in the wind as she fell. She then started decending slowly, landing gracefully atop the stone cross of the Manila Cathedral where she watched Serafina lead Audrey, Ligaya and Kyuubey through the alleyways around the Escolta.

" _Salvae, Terrae Magicae, huh?"_

**To Be Continued**

* * *

**Episode 7 Preview:**

"Alas, the monsoon blows through the East

Bestowing rain upon friend and foe

Torrents of change come hither with the rumbles of thunder

Only uncertainty remains certain in this world... but,

Is it too much to hope?"

- _Michi Hideyoshi_ -

* * *

**Extra Translation and Notes:**

Jim* - Maj. Geneal Jonathan Mayhew Wainwright IV. MacArthur casually called him 'Jim'

Tayabas* - A rural district in the province of Batangas.

Magandang umaga* - 'Good morning' or literally 'Beatiful morning'. Ligaya adds a 'po' at the end to be courteous.

Inday* - A way to address a Filipina woman (usually older) whom you are friendly towards. Informal.

Tandang Sora* - 'Melchora Aquino de Ramos', a female revolutionary during the Philippines' war against Spain. She sheltered Filipino revolutionaries from Spanish authorities and cared for their sick and wounded.

Gabriela Silang* - A Filipina revolutionary fighter who took up the cause of her late husband, Diego Silang, to fight against the Spanish. She and her husband had close ties with the British when the British captured Manila from the Spaniards during the Seven Year's War. She was hanged.

_José Protacio Rizal_ * - Most prominent Filipno hero. He was an advocate of reforms during the Spanish rule of the Philippines and wrote two books criticizing the Spanish rule (but also Philippine society). He was executed by firing squad by the Spaniards. His books and his death are two of the most significant events that sparked the Philippine Revolution of 1898.

_Noli Me Tangere*_ \- The first of Rizal's two most popular books. The title is in Latin, literally meaning 'Touch me not'

Luis Taruc* - One of the founding members of the Hukbahalap. He was a Communist revolutionary and was a member of the Communist Party of the Philippines.


	7. Is It Too Much To Hope?

**Act XI – Edificio Gumamela**

Serafina Larivenko sauntered out the alleyway and into Manila's refilling crowds. Behind her were the eager Audrey Burnham and the apprehensive Ligaya de la Cruz with Kyuubey trotting beside them leisurely.

It was only moments ago when the Ukrainian girl said that her organization, 'Salvae, Terrae Magicae', may be able to supply the cornered USAFFE with food and even the most modern weapons from around the world. Now, the Americana and Filipina were being led to the organization's Philippine headquarters. It was an offer that the two girls found hard to refuse, or at least refuse to investigate. As impressed as Audrey was with Serafina's claim, she wanted to see Salvae's food and weapons for her own eyes. Serafina happily obliged, now leading them through Manila to the headquarters of Salvae.

"So now, comrades." Serafina asked with a confident grin as the girls agreed to follow her, "Take a guess – where do you think our HQ is."

Audrey and Ligaya's brows wrinkled in thought.

"Outside of Manila?"

Serafina shook her head.

"Wrong." Serafina laughed, stopping with a dramatic twirl in the middle of the Calle Escolta. To their right was a four-storey concrete building with a Spanish stone façade attached to a storage house made up of galvanized iron – all in all, it spanned about three quarters of an entire block. A copper plate by the door read out in Spanish, " _Edificio Gumamela"_ or "Gumamela Building". A concrete roof standing on sturdy wooden columns shaded the sidewalk from the hot morning sun, a small water tower sat atop the roof and light smokestacks shot up from the storehouse portion. "The Philippine branch operates from right here in the Escolta."

"Seriously?" Audrey scrutinized, wondering if the Ukrainian was joking. "Manila is crawling with Japs – they'll find out about an organization of girls meeting in the city easily… especially with a building this big!"

"Is that so?" Serafina asked with a crafty smile. "Have you ever heard of the saying 'the best place to hide is out in the open'? That's what we're doing here in Manila."

A patrol of Japanese soldiers then passed by the building, grumbling amongst themselves and peering curiously in through the building's windows, unable to see past the closed curtains. With heavy hearts, the patrol went on their way.

"Salvae isn't afraid of the Japanese government – or any national government for that matter." Serafina explained, "See that patrol that just passed by? They have direct orders from their local command unit to not enter, search or damage this particular building in the Calle Escolta."

"Eh~?" Audrey questioned, "Why is that?"

"The reason is simple." Serafina said, walking towards the entrance of the building with Kyuubey and the girls. "Whether it be a tax or a tribute or whatever a country charges its constituents, Salvae pays it threefold. In return, we have unofficial yet strictly-followed agreements to leave our organization, its properties and its members alone. In other words, they can't touch us."

Serafina then took out her maroon Soul Gem and smirked,

"And even if the Japanese decides to fight us, they'd have a hell of a lot of Puella Magi to deal with - Though we try to keep that part a secret. We aren't here to promote bloodshed, after all. Not at all…"

The Ukrainian's confident eyes suddenly drooped. She then took a deep breath and sighed.

"But enough of that, comrades." Serafina said, "Come on, I'll show you inside."

The three of them walked on to the dual doors right at the center of the building. The mahogany doors, grand and dignified, each bore carvings of a sea lion superimposed over two crossed swords and a rook chess piece. The letters S, T and M were carved onto a wooden name ribbon as well as the name ' _Las Islas Filipinas'_. Circular peepholes sat atop these carvings. Serafina walked up to the door with the two girls then knocked. A pair of eyes, inquisitive eyes, faintly appeared through the peephole. Some unknown signal seemed to pass between Serafina and the person behind the door before the eyes disappeared from sight. Moments later, heavy sounds of turning mechanisms then echoed from behind the door and a loud metal click. The rattling sound of sliding iron grills being pushed to the edges followed and the door swung open, revealing a young girl about fifteen years old in everyday Manila clothes with a shiny trench gun slung carelessly over her shoulder.

The girl faced Serafina as if asking for an explanation, but Serafina just smiled. Finally, the girl nodded.

"Understood." The girl said in Filipino, now turning to Audrey and Ligaya. "Welcome to our humble home."

The two girls thanked the watch girl and stepped inside. The foyer that greeted them easily took Audrey and Ligaya's breaths away. Sturdy floors of smooth, waxed wood covered with long strips of Persian carpets formed a corridor stretching all the way to the end of the building interior. Posh wooden benches and armchairs whose quality rivaled those of the office of the Philippine Commonwealth President decorated the long hall. Ceramic-potted palms, paintings of landscapes dating back to the 18th Century and cast-iron candle chandeliers that hung from the high ceiling filled the hall too. Audrey wondered if they had actually been brought to the famed Manila Hotel – while Ligaya thought they had died and gone to heaven. With fascination in their eyes, Audrey and Ligaya lost their breath to the sight.

The watch girl seemed to find their reaction quite amusing and smiled.

"I'll go inform the Carissima." The watch girl said, showing the girls to one of the wooden benches "Are you three going to wait here?"

"Actually…" Serafina fumbled through her small Filipino vocabulary "I was thinking of showing them around a bit – if that's alright. That way, I won't disturb the guard duty."

"But you know the rules Bb. Larivenko." The watch girl complained in Filipino, "Prospects have to be presented to the Carissima,"

"Oh don't sweat it, dear." Serafina shakily assured, letting out an almost nervous laugh. "They'll get to meet Carissima Elise soon enough at lunchtime!"

"Lunch?" Ligaya asked, "That's very nice of you, Bb. Serafina, but I don't think Audrey and I…"

"In Salvae, we have a policy to always try to eat together whenever possible – to better promote camaraderie, you know. We're one big family here after all." Serafina explained, in English again "And you two seem to be hankering for a nice meal – you'll have lunch with us, won't you? You can't negotiate business terms on behalf of the USAFFE on an empty stomach."

Audrey and Ligaya's stomachs grumbled, as if on cue.

"It's settled then." Serafina laughed, "I'll take you two around the HQ - keep up the good work at the watch, comrade."

"Thank you Bb. Larivenko." The girl at the door said, holding up her trench gun happily. "And please do visit Manila more often – the wares you bring are top-notch as always!"

"I'll try to fit it into my schedule." Serafina winked. She then turned to Audrey and Ligaya. "Alright then, let me show you around."

With wings on her feet, the Ukrainian girl took the Americana and Filipina with her down the posh main hallway of the Gumamela Building. They were not the only ones walking through the hallway. Many girls – Puella Magi, as Audrey would realize, as she caught the gleams of Soul Gems in their ring form – also hurried to and fro. Some of them, like the watch girl, wore rifles or submachine guns while the others held on to brooms, mops and curious things like what people called 'vacuum cleaners'. Some of the girls looked at Audrey and Ligaya without any particular interest, but most of them welcomed them with bright, wide smiles and stopped to introduce themselves.

"Uhm, Bb. Larivenko." Ligaya suddenly piped up, "Who was that ' _Carissima_ ' person you were talking about? You mentioned Carissima at the foyer a while ago."

"Ah, I forgot to explain, didn't I?" Serafina smiled, "In Salvae, the Carissima is essentially the caretaker of an entire branch – think of her as like the Mother Superior in a convent or something like that. This is Manila's Carissima, comrade Elise de Lamarliere."

Serafina then showed them a portrait hanging on the wall of a stern young lady with locks of curly red hair flowing down to her shoulders and fair skin dotted with freckles.

Serafina laughed a bit as she folded her arms and shook her head, "She's quite the disciplinarian, I'll tell you."

"Is that why you were so nervous when the guard said the Carissima had to meet us?" Audrey asked with a raised brow.

"Ehehe, naw…" Serafina denied, waving her hand around, "Moving on~"

As they continued on, the three reached a corridor running parallel to the main hall and turned left to find a set of doors and another sentry post at the very end. The sentry post was unmanned and the log book atop the post table said that the last guard had taken a short break – a new guard was going to relieve her in fifteen minutes.

"This shouldn't be a problem…" Serafina said, taking a pen and writing a new entry on the log book, "Come on, let's go on through."

"Where exactly are you taking us?" Audrey asked, wondering what was behind the metal doors. Rather than reply, the Ukrainian turned the door handles then pushed the metal doors wide open.

A small warehouse with concrete floors and galvanized iron walls and roofs filled with metal shelves, boxes and light machinery reminiscent of a basic modern assembly plant. Gasoline-powered forklifts were parked around and pallets of metal boxes sat around on the floor and on the shelves – some bearing the markings 'U.S. Army' and some with the Iron Cross of the German Wehrmacht.

"This place is my sanctuary." Serafina said with great pride, "In our organization, I am called a 'Maultier' – I'm the person who travels around the world to move around things for the organization. It's a ways down in the food chain from 'Carissima', but at least I get to travel between branches quite often."

"The Maultiers of Salvae still travel even now?" Ligaya asked, "But a World War is raging everywhere, isn't it?"

"The World War is raging, yes, but we Maultiers still do our work." Serafina assured, "That's why Puella Magi with the ability to use illusions are chosen to be Maultiers. Regular logistics around the world may have ground to a halt, but you'll still find the most modern weapons and equipment from all over in this small warehouse."

Serafina then started pointing around at the different boxes on the metal shelves.

"Over there are the Browning Automatic Rifles… the Lewis Guns are over there… MP40 submachine guns, Mark II Grenades, M1 Garands, Webleys, Arisakas you name it – we've probably got it!"

"The Garand?" Audrey gasped, catching up to Serafina with great curiosity, "You really have Garands in this warehouse?"

"Oh, of course!" Serafina nodded. "Let me go get some for you."

She grabbed a steel ladder, set it near one of the shelves then climbed up to pick up a box near the top. When she went down, Audrey and Ligaya huddled around Serafina and watched her unfasten the locks of them metal box with expectation. The box popped open and inside was about ten M1 Garand rifles in mint condition.

"The United States Rifle, Caliber .30 M1 – a semi-automatic rifle." Serafina introduced, handing Audrey one of the rifles. "Unlike the Enfields the USAFFE (I believe) uses, you don't need to pull on the breech to eject a spent round and load the next one – the gun does that for you. Amazing, no?"

Audrey eyes combed over every detail of the gun – from its stock to its barrel – with keen interest.

"The magazine come in sets of eight shots, a little more than the five of the Enfield." Serafina continued, holding up eight fingers. "Then, once the last bullet in the magazine goes, the gun ejects the old magazine itself. That way, you'll know when you're out of shots during a gunfight – but so will the enemy."

Audrey took the gun from Serafina in a concentrated silence. She raised the gun up to aim it on a Japanese flag flying outside through the small, reinforced windows. With a practiced hand, she pulled the trigger. A slight click echoed through the storehouse. Audrey lowered the gun, cold sharpness in her brown eyes.

"Someday… we'll win the Philippines back…"

"You've got some strong ties to the United States, comrade." Serafina said, casually working the rifle off Audrey's hands, "That tone of yours was a little scary… maybe even vicious."

"Of course I have strong ties to the United States! Or rather, the Philippines which is part of the United States…" Audrey argued, returning the rifle, "This archipelago only just became my home and now it is under siege by those goddamned Japs!"

Serafina's voice then suddenly became sympathetic. "I do understand what you mean – you can imagine how I felt when the Ukraine 'became part' of the U.S.S.R."

Warm emotion slowly crept into Serafina's voice.

"But that's why Salvae is my new home. I'm no longer that young girl in the bloody streets of Kiev crying, lamenting my own powerlessness… I'm a Puella Magi now. With an organization like Salvae helping me taking me under its wing, I overcame that woeful past. Now, I have the power to carve my own future."

Audrey seemed to sober up and lowered her eyes to the ring on her finger.

"You know…" Audrey mumbled, "That sounds kinda nice, actually…"

"I think it's very nice too." Ligaya smiled softly, "To have a group like this supporting you, I mean."

"Ain't it?" Serafina smiled, closing the box of Garands, "I don't want you to rush anything of course – but remembering our humble group in your considerations will suffice."

"I'll definitely keep this group in mind." Audrey agreed, "But I still have some things to deal with, and a family to take care of over at Bataan – and Ligaya and her father too."

Audrey patted Ligaya's shoulder supportively, causing a shy smile to creep onto Ligaya's face.

"Fair enough." Serafina conceded, sealing the gun box then putting it back to the top shelf. She stepped down from the ladder, wiped her hands on her skirt then smiled, "So where should I take you girls next?"

Before the Ukrainian could think of a place, the delightful smell of food wafted from the main building and the two girl's mouths quickly watered. Serafina caught Ligaya's hopeful gaze toward the smell of the food.

"I guess it can't be helped." Serafina laughed, "Let's go to the dining hall – you can probably go meet the Carissima there."

Neither Audrey or Ligaya protested Serafina's proposal, much to Serafina's relief. She then led the two girls through the metal doors then to the dining hall of the Gumamela Building.

* * *

**Act XII – Carissima Elise**

Sets of long wooden tables and about thirty or so posh, cushioned dining chairs filled the wide, stone-floored dining room. Dozens of hungry young girls sat at the tables, chatting amongst themselves and waiting for the food to be served. The entrance of Serafina drew almost everyone's attention, as if a celebrity had just entered the room. The Ukrainian laughed dryly at the chorus of greetings and waved, gesturing the girls to carry on with their chatter. The three found some seats at a table in the center of the room and sat together.

"You seem to be pretty popular around here, Miss Larivenko." Audrey whispered curiously. "Everyone here seems to like you."

"It's because I'm not always around." Serafina explained, "As a Maultier, I travel quite often from branch to branch – I stay in a certain country for a month at the very most. A Maultier's work is never done, you see. Not only do I bring the highest quality weapons around… I also bring around the best ingredients from all over the world!"

The cooks, also Puella Magi of the branch, then came in with trolleys laden with large platters of food. The delightful smell grew heavenly to Audrey and Ligaya as their table's trolley approached. Fresh lamb mutton encircled with mint, lobster tails cracked open and dipped in lemon-butter sauce, mixed greens of every kind and bottles of home-made dressings to go with them, hearty bowls of Chinese egg-noodle soup – it was magical compared to the poor fare the girls ate at the Mariveles camp.

"Whoa…" Audrey said, half-dazed by the sight, "D… devilled eggs? And tomato soup! I want some of that!"

"I'm glad you like it." Serafina smirked, watching Audrey hastily filling her plate from the platters "But wait – there's more coming."

The Ukrainian pointed to the kitchen doors and almost as if on cue, another trolley rolled in with a large fire-roasted pig sitting atop a bed of banana leaves. Ligaya's eyes widened merrily.

"LECHON!"

Some of the nearby girls started giggling as Ligaya nearly jumped out of her chair, her heart bursting with joy. A bemused Puella Magi with honey brown eyes served the young Filipina her favorite parts – the lean meat and bits of the crunchy toasted skin. Her excited hands seemed ready to pick at the food on her plate when Serafina halted her.

"We use utensils here at the branches." Serafina explained kindly. She then pointed to the small table with a, large, intricate chair centered at the far end of the dining room overlooking the other large tables. "Plus… we usually start eating when the Carissima gets here. And speak of the devil… she's here."

The doorways of the dining room slowly opened and three girls walked in – the freckled, red-haired girl with a Puella Magi accompanying her at each side. Her stern gaze swept over the room which had fallen nearly silent under the spell of the aura of power and strength that hung around the Carissima. The girl's grey eyes soon settled on Audrey and Ligaya- Ligaya felt herself shrinking down despite her attempts to remain calm under her steely glare- but then the Carissima looked away.

"I am sorry for being late – please start eating at your pleasure." She said, parting with her guards and walking to the distant table.

Cooks quickly came with their trolleys to attend to the Carissima as the other girls started to eat. All she asked for before sending the cooks away, though, was a plain bowl of tomato soup. She looked like she had a lot on her mind and didn't seem very hungry. Her stormy eyes now seeemed troubled.

"Uhm, Serafina…?" Ligaya asked, turning to the Ukrainian girl with concern, "Is Bb. Elise usually like this?"

Serafina frowned slightly as she slowly picked at her baked potatoes, "Comrade Elise, strict as she is, is usually much more cheerful than that… Something must have happened."

Audrey's spoon stopped halfway up to her mouth. "So... do you think now would be a bad time to negotiate?"

The three watched the Carrisima slowly sip at her soup before setting aside her spoon. With a somber air about her, she stood up from her seat and clapped once. The dining hall fell deathly silent. The girl gracefully sliped out of her seat and turned to face the girls at the dining hall whose eyes were now all on her.

"Dear friends, I apologize once again for the interruption, but I bear bad news that cannot wait until the end of lunch." Elise said with a quietly dignified tone, "You are all aware of the rumors of the recent killings of Puella Magi, are you not?"

Worried voices slowly started to fill the room. Audrey's eyes narrowed as she remembered the two girls who she had to fight in the Sunka witch's barrier, but she and Ligaya stayed silent.

"I only just received a report – we've lost one of our sisters this morning to the killers. The rumors are true…"

Voices filled with fright rose and built up amongst the girls, but the Carissima silenced them quickly with another clap.

"The loss of our sisters is nothing new to us – the casualties we have when fighting Witches, as is our honorable duty, are unavoidable. To protect the world we live in, we must risk our lives - a sad reality we must all learn to bear." Elise continued, "But having Puella Magi blatantly kill other Puella Magi is something we should not tolerate!"

Angry sounds of agreement filled the room. Suddenly, the Carissima lifted something out of the pocket of her heavy black dress- and the room gasped as one. The empty shell of a Soul Gem rested gently in Elise's hands.

"We at the Manila Branch must be vigilant now more than ever." Elise now said, lowering the battered remains of the Soul Gem and cradling it to her chest, "We will not fall victim to those who have the gall to fight their own sisters. We must continue to rid the world of Witches. Salvae, Terrae Magicae will not fall to these vagrants' tricks – and we will crush them completely along with the Witches!"

The Puella Magi in the dining hall roared their approval as the Carissima gracefully sat down again. The girls pounded their weapons or their utensils against their tables as Elise looked on, bringing a small smile to the Carissima's face.

"Wow…" Ligaya mumbled to Audrey, feeling her heart beat faster, "She really knows how to work up a crowd."

"You said it." Audrey agreed, scratching her face, "For a moment, even I felt like joining in on the murderer hunt."

"She's pretty good at it, don't you think…?" Serafina said, sipping a cup of tea calmly as if she was used to this commotion, "Among the Carissimas, she is the one known as 'The Orator'. Her talent to rally others to her cause is unrivalled."

"So this Elise girl holds a lot of power, then." Audrey watched the Carissima hurriedly finishing her soup, as if she was itching to get back to work.

"You two ought to hurry up with your meals." Serafina advised, stuffing her face as fast as she could, "If you don't, you might not catch the Carissima again – she'll be the one you have to talk to about the supply deal."

Quickly, Audrey and Ligaya cleaned their plates then stood up to meet with the Carissima who was just about to stand up to leave as well. Serafina led the two again and brought them to Elise's table.

"Good afternoon, Maultier Serafina." Elise said plainly, "You've finally brought the strangers to me - the two prospects the 11AM watch girl was talking about, i presume."

Serafina froze up immediately.

"Ahehe… yeah." Serafina admitted, scratching the back of her head, "I probably should have sent them to your office directly, huh? But then..."

"By protocol, yes." Elise said, setting aside her utensils neatly, Even if I were occupied - I would have tried to make time to meet with prospects. Though I must admit, today has been quite busy..."

"So it works out, then!" Serafina hastily cheered

"Did I say that, Maultier Serafina?" Elise asked

Serafina awkardly smiled.

"It is true - today it somehow 'worked out'. But please... please try not to dance around the rules too much, dear." Elise asked, "Just because you are a vital part of our supply lines doesn't mean punishment will always be waived."

"I gotcha." Serafina grinned, "I'll try not to do it again."

"Do, not try, Maultier Serafina." Elise smiled a little. She then turned to Audrey and Ligaya, "I believe by now you know who I am; tell me who you are."

"Audrey Burnham." Audrey introduced, pulling Ligaya to stand beside her, "And this person with me is Ligaya de la Cruz."

"A Puella Magi…" Elise hummed, seeing the ring on Audrey's finger, "Then, one with potential."

Elise ran a hand through her curly locks of red hair then leaned back into her chair.

"So then, what is your business here? I assume you came here for more than lechon or devilled eggs."

"I want to negotiate a supply deal between Salvae and the United States of Armed Forces in the Far East." Audrey explained, pulling out official documents and giving them to Elise. The Carissima scanned through them quickly before returning them to Audrey. "The situation in Bataan is dire and we need…"

"Food." Elise automatically said. "Weapons. And I would presume, some medicine too."

"Uhm, yes." Audrey shakily confirmed, "Would it be possible?"

"What are you willing to give in return?" Elise asked, her tone careful and calculating. "You are proposing trade with our organization. In such a transaction, something is given and something is received."

"I… don't know what would be suitable payment." Audrey thought out loud, "Serafina said your organization deals in Grief Seeds, but I don't know the value of one and whatnot…"

"We will handle that, don't worry." Elise replied, "Now then, which of our wares do you wish for us to supply the USAFFE?"

"For food… uh… rice and canned meat and vegetables would be a good start – enough for seven infantry divisions. We could use some medicines too; anti malaria ones, antibiotics and some penicillin." Audrey said, remembering what the American and Filipino soldiers might need, "Then for weapons – .50 caliber machineguns, M1 Garands, Browning Automatic Rifles and their corresponding ammunition."

"That's a tall order." Elise raised a faint eyebrow. "You have to understand that equipping an army of that size would take a year at the very least."

"Then why not have the food and medicine sent first – those are our immediate needs." Audrey bargained, "For the weapons, we can take them in installments."

"Logical." Elise praised, "Yes, that sounds a little more feasible. And, for a Puella Magi like yourself, we can cut you a really good deal; twelve Grief Seeds paid over a year."

"Twelve…" Audrey pondered, checking the satchel at her hip. Exactly four Grief Seeds were carefully hidden inside. She then faced the Carissima determinedly. "That sounds fair to me – I'll do my best to pay in full."

"Very well." Elise agreed in a calm, businesslike tone, "Maultier Serafina can definitely handle an order of that volume – pay her after the delivery is done."

"You can count on me!" Serafina smiled at Elise's subtle praise.

"Um... but why don't you want us to pay in full immediately?" Ligaya asked, "Shouldn't debts be settled as quickly as possible?"

"You could if you really wanted to." Elise admitted, "But, if ever something happens – such as the receiving party coming to a state where they can no longer receive the requested goods – the payment will be discontinued. That way, the loss won't be a complete loss – and you'll be able to save your grief seeds for another time."

"We'll be able to fight better with the food and these weapons." Ligaya then argued, "Like the Katipuneros of old, we will fight the Japanese tooth and nail until we achieve victory!"

"Did not the Katipuneros lose to the Americans, though?" Elise asked with a raised brow.

"That doesn't matter!" Ligaya continued stubbornly, her face turning a furious shade of red "As long as people like my father are still alive, there will always be a chance! If a person believes in himself or herself, that person will surely be able to make a difference no matter how high the odds are stacked against them!"

An approving gleam crept into Elise's eyes.

"I like your spirit." Elise then smiled, her eyes scrutinizing the Filipina from the top of her short black hair down to the new shoes she had bought at the store by the Jones Bridge. "Indeed, you have potential. It is settled then."

The Carissima stood up and extended her hand.

"If the price I suggested earlier sounds fair to you, the first batch of goods you requested will be delivered by this afternoon."

"It's a deal." Audrey said, shaking Elise's hand. "W-wait a second… this afternoon?"

"Yeah." Serafina yawned lazily, "I don't really have a lot of deliveries scheduled today so I might as well get your order through while I have free time."

"Uh- really? That's excellent!" Audrey gasped, "But… I'll have to inform Mr. de la Cruz about this…"

"We have a shortwave radio transmitter in the third floor." Elise said, handing a set of keys to Serafina "Usually only I have access to it, but I'll have Serafina bring you to if you need it."

"Thank you very much!" Audrey said with a bright smile.

"So then, I have some work to do and I must be leaving soon." The Carissima said, nodding to Audrey and Ligaya, "Before I leave though, I certainly do hope that you two would consider becoming part of Salvae. We would surely love to have dedicated girls like you on board."

At her nod, the two guards who had accompanied her into the dining hall sprung to her side and walked her out.

"Oh, and there's one last thing I want to say before I go." The Carissima said, her back facing Audrey and Ligaya, "Remember this - human conflicts start and end in but a heartbeat; The war we as Puella Magi fight, however, is eternal."

The two girls then watched the door close behind Elise and her guards. Serafina and the two girls were left dumbfounded – especially Audrey.

"What… did she mean about that?"

* * *

**Act XIII – Hope and Despair**

A few hours later, at the shores of Mariveles, Nicanor de la Cruz and Audrey's uncle waited facing the bay. Under the share of a quiet grove, they sat on some rocks by the sand. In the distance, a small stripped-down short PT boat came into view and grew larger and larger as it approached. Audrey and Ligaya waved to the two cheerfully while Serafina leisurely stood before the captain's wheel, their hair flying in the sea breeze. The two men couldn't believe their eyes. They stood up and waved back, much to the delight of the Filipina and Americana.

Serafina brought the boat as near to the beach as she could without damaging her boat's propellers then threw the heavy anchor out to the water to hold the boat in place. Audrey and Ligaya helped themselves off the boat then called the two men to come over. Serafina unloaded Audrey's order, metal boxes full of guns, sacks full of rice, cases of medicine and knapsacks full of canned goods while the four took turns and brought them to the shore. This was the first of the significant resupply the USAFFE would receive straight from Manila with deliveries coming in by boat once every week.

Once the last of the items had been loaded, a decent stack of sacks, bags, cases and boxes were piled up neatly at the beach and the five exhaled in great relief.

"Hey, anak." Nicanor asked, turning to the three girls resting beside him, "How exactly did you three get here in that boat with all of that food and equipment?"

"That would be because of me, Sergeant de la Cruz." Serafina said with pride and a smart salute. "I'm a master of illusions, you see!"

"Master of illusions, huh?" Nicanor laughed heartily, clearly not buying Serafina's honest reply "Nevertheless, what matters is that you're safe."

The sergeant then hugged his daughter tightly as she hugged him back.

"Oh, and dad!" Ligaya said happily, pulling a tin can from her pockets, "Orange juice!"

Nicanor couldn't help but smile, showing his missing front tooth as he patted her daughter lovingly. Ligaya opened the can for him then offered it to him. He obliged and took a long, refreshing gulp of orange juice.

"This is good." He said, giving the can back to his daughter, "You should have the rest of it."

"But, dad…"

Just then, the sound of masses of Japanese planes roared from the distance, reminding the people of the beach of the situation they were in. Nicanor ignored Ligaya's protest as he started to carry boxes of .50 caliber machine guns with Audrey's uncle through the trees to their camp, calling on the platoon to help bring in the pile of goods.

Ligaya turned her eyes from the mostly full can of orange juice up to the red afternoon sky and saw the Japanese planes start dropping bombs over the front lines of the Bataan defenders, each bomb falling loudly and crashing with dreadful booms. She remembered her gutsy reply to the Carissima earlier at the Gumamela Building – she had been so naive, in the safety and opulence of Salvae.

Serafina Larivenko wore a concerned look on her face as she clambered onto her boat to sail back to Manila hidden by her magic. She had considered asking the Americana and Filipina if they truly wanted to stay in Bataan, but the two of them had already started bringing whatever cases or bags they could bring to their camp beyond the thickets. In all honesty, she didn't believe that this weekly resupply would do them much good – it would come too little, too late.

Over the next few weeks, Serafina's fears would be realized. Relentless bombing by the Japanese through land, air and sea would pound the tired USAFFE defenses day and night. Elements of the I and II Corps would shatter and lines that had been considered sturdy just a week ago would be broken like foam, pushed further and further back to the sea. Audrey listened to the radio unit in the Mariveles camp's communications room with a map of Bataan and a lead pencil at her side to chart the Japanese advances as Nicanor and Ligaya watched worriedly. By the third week, the strategic Mount Samat stronghold fell and the Japanese offensive seemed ready to strike at the throat of the defenders. Their days as free men and women would soon be over – they felt it in their guts.

April 7th, 1942, Serafina arrived by boat as she always had, bringing more of the weapons she had been tasked to bring. Audrey stood out at the beach to receive the delivery. Rather than her usual cheerful self, the American was somber and pale as she held on to an empty carton of cigarettes – she had been without tobacco for a few days now. At around that time, she had also started to lose hope. Despite that, she helped the Ukrainian unload the goods she had ordered, hiding her sadness as best as she could.

"Comrade Audrey." Serafina then said weakly, "I told you I only stay in a certain country for a month at the most, right?"

"You're getting re-based." Audrey guessed bitterly. Serafina just gave a shy nod.

"This is my last stop before going to Hong Kong – I'll be there for two weeks." Serafina explained, "After this, I won't be back for a while again."

"What about the orders?" Audrey asked.

"They'll keep coming here to Mariveles." Serafina said, "Another Maultier will come to take responsibility – she'll be the one bringing in the goods next week."

"I see." Audrey said, her plain tone withering somewhat, "Then there's nothing to worry about. Have a safe trip."

Serafina's fists then started to shake. She took a deep breath.

"Next week, I'll get the Maultier replacing me to come pick you and comrade Ligaya up." The Ukrainian said in a serious tone, "I'll tell her to take your families with you too if you want! You just can't stay here any longer!"

"What are you talking about?" Audrey asked stubbornly, "Mariveles is the south most point in the Bataan peninsula – the frontlines are still many miles away. We just need a little more time – the US Pacific Fleet will come… convoys and boats with entire US Army divisions are going to come blazing through the Pacific and beat the shit out of the Japanese. It's our fifth month – the Allies must be preparing to retake Southeast Asia as we speak!"

"But what if you're wrong?" Serafina asked desperately, "What will happen to you and your family then? What about Ligaya's family?"

"I…"

Suddenly, Audrey lost the will to speak back.

"Let me help you, comrade." Serafina pleaded one last time, "I've heard how the Japanese treat their prisoners of war – Maultiers who had come by Singapore and Malaya told me horrendous stories… If you come back with us to Manila, we can give you and your families a fresh start in life! It's better than rotting away in some Prisoner of War camp."

"Fine…" Audrey said, slowly reasoning through the situation she and Ligaya were in, "Next week, we'll go with that Maultier back to Manila."

"Good." Serafina smiled with great relief. "Until then, you take care, you hear!"

Audrey gave her a nod and watched as Serafina's boat disappeared under her magic once again. The American turned around then headed back to camp to announce the delivery to Sergeant de la Cruz. Returning to their Mariveles encampment, a primary school turned into a refugee camp, Audrey looked around to see the poor, poor state they were in.

The crumbling school building, was literally one of the last remaining fortresses of the USAFFE in the peninsula. The flagpole bearing the flags of both the Philippine Commonwealth and the United States was pockmarked and bent awkwardly. The flags themselves were ripped and charred, very quickly resembling soggy rags whenever it rains. The M3 Stuart tank stationed with the platoon had been sent away to the front lines weeks ago and had not been seen since. Soldiers of the platoon were armed with the new Garands and the Browning Automatic Rifles but most of them seemed ready to throw them away and flee at a moment's notice. Audrey could only shake her head. She pressed on, heading straight for the de la Cruz family's quarters.

"Mr. de la Cruz?"

Audrey pushed open the door of the room to see Ligaya sitting alone, watching and listening to a small clock tick the seconds away. The Filipina turned to greet Audrey and welcomed her in.

"Itay's not here yet." Ligaya told her, "A messenger came by a few hours ago asking the officers to meet with the upper brass about something important. He didn't know what it was…."

"Really now?" Audrey asked, "You think they got word from the Pacific Fleet?"

"I sure hope so." Ligaya smiled, "It's almost been six months – they should be here any time now, right?"

"Yeah…" Audrey said, "But Ligaya, let me ask you this… what if the Pacific Fleet doesn't come? What if..."

The American gulped bitterly,

"What if we lose this war- and get captured by the Japs?"

"Eh? You're joking me, Audrey!"

"I'm not joking with you, Ligaya. I'm asking you a serious question. We can't keep deceiving ourselves like this. Did we really think we could last six months against such a determined foe?"

Ligaya frowned, her shoulders drooping sadly.

"I wouldn't know what to do." Ligaya said, her eyes lowering to the concrete floor, "No… actually, I'll go wherever my father goes. Whether or not we lose here in Bataan, if I can be with my father, I know everything will be alright."

Audrey sighed. She had expected this sort of answer from Ligaya.

"I met with Serafina a while ago." Audrey then said, "She offered to send a Maultier next week to pick us up and our families at the shore –we can start anew in Manila."

Ligaya's eyes then rose to meet Audrey's, a small glow shining in them. It made Audrey smile.

"We just need to wait for that boat to come in next week." Audrey said, "In a week, we'll…"

All of the sudden, the door creaked open and a saddened Nicanor dragged his feet through the threshold. There was a paper in his hand given to him during the meeting of officers. It was a notice – a notice that Maj. General Edward P. King, against direct orders from Wainwright, was preparing to meet with Japanese emissaries to surrender the Bataan force. Nicanor and his platoon, as were all of the standing military units scattered all over the peninsula, had been asked to lay down their arms by the next morning and peacefully surrender.

Just like that, in a single heartbeat, Bataan fell.

* * *

**Act XIV – Kaligayahan**

The next morning, Audrey and her relatives and Ligaya and Nicanor walked out of the school building hours later with their hands reaching for the bright blue skies. They watched as the charred pair of flags were lowered, replaced by a flag of the rising sun.

Audrey's aunt and young cousin who had been found in the Mariveles camp's makeshift clinic were told to go. Audrey and her uncle and Nicanor and Ligaya however were rounded up with the troops of the platoon and were stripped of their weapons. All the while, Nicanor and Audrey's uncle furiously complained to their Japanese captors, saying that the two girls should be set free. The captors replied to their complaints with violent beatings broke ribs and jaws, leaving the two men almost lifeless on the floor and the two girls in absolute shock. Ligaya buried her face in Audrey's sleeve, weeping.

"He's a Sergeant, you fucking recruit!" Audrey lashed at the soldiers, still kicking Mr. de la Cruz, "Show some fucking respect!"

"A woman, speak to me like that?" The Japanese soldier asked in terrible English, his tone full of irritation. Without warning, he struck Audrey's stomach with the butt of his Arisaksa rifle, pummeling the American to the ground. Ligaya, who had been holding on to Audrey, followed her into the mud. "Well, bitch, I don't give a damn!"

He then stepped forward and uncaringly tapped Audrey's face with the barrel of his rifle.

"Now get up and get in line before I shoot all four of you!"

Audrey bitterly pushed the rifle away from her face and helped Ligaya up to her feet. They then helped the two men as well, the both of them now barely able to stand. Like that, they walked together to join a long line of men and women marching down the Mariveles provincial highway under the sweltering April heat. In total, there were more than seventy thousand men and women of the USAFFE held by the Japanese as prisoners of war to be transferred to the POW camp set up at the distant Camp O' Donnell. The tired, already sickly and famished prisoners would be forced to endure many miles of walking through rough roads, followed by a short train ride in rail cars that would soon be akin to sardine tins. Based on what Audrey, Ligaya and the two men had seen and would see, they knew the Japanese army did not care if a good deal of the prisoners wouldn't make it to the POW camp – and it wasn't like they were expecting any better.

Walking through those rough roads, seeing men and women fall to their knees in fatigue or hunger, watching Japanese troops pull in one of the prisoners to be beaten up for the sake of beating someone up and witnessing countless merciless executions left and right, the trip was hell on earth.

Luckily, before formal communications had been shut down, Audrey was able to contact Serafina by radio. The Ukrainian cancelled her trip to Hong Kong halfway and cruised back to the Philippines as fast as she could. She then proposed to Audrey a plan of escape.

Along the way to the trains to Camp o Donnell, the POW's would pass through a long stretch of coastal road built close to Manila Bay. It was as close to the water as they were going to get and would be the perfect place for Serafina to pick them up. Audrey's aunt and cousin would meet them there. Before they reach the coastal road though, a two-day march lay ahead of them – a march they had to survive.

"We can do this, itay." Ligaya cheered her father, carrying his heavy arm over her shoulder as they walked together, "As long as we're together, we'll make it."

"Heh…" Nicanor chuckled, his bruised face somehow showing lightheartedness, "Aren't those supposed to be my lines?"

"You've taken care of me all of my life, itay." Ligaya said, "Now, it's my time to return the favor. Things will be alright once we get to Manila."

"I'm looking forward to it." Nicanor smiled, "Maybe I can stop being such a bad father and give you the peaceful life you deserve for once."

"You aren't a bad father, itay." Ligaya argued, "All these years, you've been there to wipe my tears, to calm me down when I'm afraid… to sing me a lullaby for me to fall asleep."

"Ligaya…"

"I wouldn't know what to do without you, itay."

"Don't be foolish, Ligaya. You're a strong girl, a strong… brave girl. You'll do fine even without me."

"I don't know about that…"

"Believe in yourself, Ligaya." Nicanor reminded, "I am very proud to have a daughter like you."

He paused for a moment

"And so was your mother Dolores…"

"Mother was proud of me? Didn't she die giving birth to me?"

"Your delivery was a risky one, Ligaya." Nicanor said, his lips now saying what he had kept hidden from his daughter for many years now, "It had come to the point that the doctor said that your mother and I would have to make a choice – save her life or to save yours… and she chose to save you."

Ligaya fell silent, listening to her and her hobbling father's footsteps against the dusty road. Words that Nicanor had kept to himself now started to seep from his lips.

"Your mother was the most beautiful woman I had ever met." Nicanor reminisced, "Your curly hair, your dark brown eyes – you inherited those from her… but not only that. You inherited her smile too."

"My… smile?"

"Yes, your smile." Nicanor grew tranquil. "Whenever I had problems back in the day, your mother would encourage me with her smile. Just seeing her like that would make me feel like I could take on the world – take on any punishment life dishes to me and fly above my woes… Even until those last moments… When she made that choice, she decided with a smile.

'Gusto kong ituloy ang panganganak (I want to have this baby).' She said without any hesitation, 'Pakiusap Nic… magpakatatag ka. Maaayos din itong lahat. (Please, Nic… be strong. Everything will be alright).'

'Pero ayaw kong mamatay ka! (But I don't want you to die!)' I said back, pleading to her as she lay in the hospital bed 'Baka sakaling mamatay ka! Paano mo nasasasabing maaayos ang lahat ng ito? (You might die! How can you say everything will be alright?)'

Then she said it… the words you and I exchange through our tough times, anak…

'Maniwala ka saakin tulad ng pagkakatiwala ko sa iyo. (Believe in me as I have believed in you).' She said, her smile unwavering even as tears started to trickle down her face, 'Alam mo naman, tiwala lamang ang mayroon tayo – tiwala sa ating sarili, tiwala sa Diyos at tiwala sa isa't isa. (After all, faith is all we have – faith in ourselves, faith in God and faith in each other…)

Kung makaya nating maniwala ng ganito, kahit kamataya'y di tayo mapapaghawi…(With such faith, even death cannot tear us apart).'

I could argue with her no more after that. Escorted by the doctor and the nurses, I left the room and waited outside – listening to what could only have been a most painful cesarean delivery. The doctor came out of the room, his face grim and his white coat bloody. Your mother experienced wide-scale hemorrhaging during the delivery as he had suspected – she had no more than ten minutes to live.

I burst into the room in a cold sweat, feeling my mind go blank, knowing that these were my wife's last moments. The happiness in her face and in her smile seemed to show otherwise – she looked as if her life had only just begun.

'Tingnan mo, Nic! (Look, Nic!)' she declared happily, holding onto you in her arms with utmost care, 'Malusog na sanggol na babae… ang pinakamagandang sanggol na babae sa daigdig! (A healthy baby girl... the prettiest baby girl in the world!)'

'Dolores… huwag kang magpapagod… (Dolores… don't exert yourself too much…)' I warned, 'Sabi ng doctor… (The doctor said…)'

'Alam ko… (I know…)' She replied, 'Sampung minuto na lang ang mayroon ako… (Ten minutes is all I have left…)'

'Edi… (Then…)'

'Edi aalagaan ko siya sa iyong tabi haggang oras ko nang umalis. (Then I will spend every last one taking care of her beside you till it's time for me to go.)' She said with that unwavering smile, 'Nasa kanya na ang aking buhay… siya ang ating kaligayahan. (My life is hers now… she is our happiness).'

'Kaligayahan… (happiness)'

'Oo, siya ang ating Ligaya. (Yes, she is our happiness)'

That was how we decided on your name. Your mother whispered your name to you over and over and over again till she could barely speak any more. When her arms started to grow weak, I picked you up for the first time and held you in my arms. Your mother saw this and smiled – then, she breathed her last."

Ligaya was awestruck by what she had heard, feeling her heart pounding against her chest.

"I couldn't get myself to tell you this story, no matter how many times I've tried…" Nicanor said, shaking his head in disbelief "But now, I just said it straight out. Maybe it was only now that I understand your mother's sacrifice…"

"What do you mean by that, itay?"

"It's nothing." Nicanor smiled, "Let's walk faster – the guards might get angry at us if we lag too far behind."

* * *

**Act XV –Farewell**

Arm in arm, father and daughter carried on like that through the road. By each other's side, the two day's travel did not seem too long. By the morning of the third day of their tiresome journey, they Ligaya, Nicanor and the rest of the POW's made out the coastal road in the distance. They would be crossing it come the afternoon. Having had two days to rest since their beatings, Nicanor and Audrey's uncle were back up on their own two feet but conserved their energy. Their plan for escape centered on every one of them being able to run out to the bay.

"Comrades!" A voice whispered in Audrey and Ligaya's minds, "I can see you two – I'll reveal myself once you start making a run for it, but be quick!. This boat won't be able to take a lot of serious punishment."

"Our pickup is here." Audrey then whispered to Nicanor and her uncle. "She'll be at the bay waiting for us."

"How can you tell?" Nicanor asked the American.

"I just can tell." Audrey smirked, covering the ring on her finger, "Regardless, we'd better get ready."

Ligaya and the two men nodded and they started and Audrey gave a quick signal to her aunt and cousin who had followed them from a distance. Fishing through his shirt pocket, Nicanor pulled out his two medals – the Distinguished Service Cross and the Distinguished Flying Cross. The sharp tips of the safety pins that came with the medals shimmered for a moment in he sunlight. Nicanor discreetly handed the Service Cross to Audrey's uncle and held on to the Flying Cross. The moment they neared the waters of Manila bay, the two men rushed at the nearest Japanese soldier near them and stabbed them in the throat.

The frantic commotion that followed was almost immediate. Confused Japanese soldiers were dumbstruck by what they had seen and many of the POW's figured this was their chance to escape.

"Go, go,go!" Audrey cried out at the top of her voice. She and Ligaya then dashed towards the bay and Serafina's small PT boat revealed itself. Audrey's aunt and cousin followed the two girls while Nicanor and the uncle took the pistols off the holsters of the two dead Japanese soldiers and shot at the other dumbstruck troops, allowing many others to escape. They then joined the others headed for the PT boat.

"Quick, get on!" Serafina cried, helping Audrey then Ligaya up onto the boat. The Japanese troops, finally recovering from the initial shock, started to round up some of the POW's and shoot the rest. They then saw the PT boat and started shooting at it. The three girls aboard ducked to take cover.

"Wait a sec… the other's haven't made it yet!" Ligaya screamed. The girls peeked out and saw the most horrifying sight – the aunt and the cousin falling sideways, struck by a hail of bullets from the Japanese on the coastal road.

"No!" Audrey cried hysterically, "God damn it! No!"

The uncle, seeing his wife and child mercilessly shot dashed forward to their sides, only to draw the Japanese fire towards him as well. Audrey gritted her teeth as bitter, bitter tears ran unchecked down her cheeks.

Now, only Nicanor was left on the beach.

"That man's not going to make it." Serafina said desperately, picking up a Thompson submachine gun from the floor of her boat and shooting back at the Japanese, "But if we don't move soon – neither will we!"

"We can't leave him here!" Ligaya pleaded. With all her might, she shouted back, "Itay!"

"Mauna na kayo! (Go on ahead!)" He shouted back in Filipino, "Iwanan niyo na ako! (Leave me here!)"

The man stopped running towards the boat and dove to hide and take cover behind a rock. He checked his pistol and readied himself to shoot. With his back pressed against the sandy rock, he could hear the sounds of Japanese gunfire and the sounds of Japanese boots against the Bataan sand.

"Itay, huwag! (Dad, no!)"

"Mahal kita, Ligaya! (I love you, Ligaya!)" He cried out, standing up from where he stood, "Mabuhay ka AKING LIGAYA! (I want you to live, my happiness!)"

"ITAY!"

Before the sergeant could even fire a single shot, bullets tore through his tattered shirt and through his brown flesh and blood spilled on the sand and water. His body jerked forward, against the force of the bullets and he fell face first into the sand. Ligaya fell to her knees and onto the floor of the boat maroon magic surrounded the light craft. The boat started as bullets still flew, striking against the hull of the boat or into the bay's waters. The coastal road, now a scene of a great panicked escape and a brutal massacre, slowly disappeared into the distance.

"Itay…"

Then, Ligaya wept. Both she and Audrey were shaken, unable to believe what had just taken place before their very eyes. Serafina wanted to comfort them, but she did not know how. She just kept her eyes straight and drove her hidden boat back to Manila, doing her best to steel herself from her passengers' bitter tears.

* * *

**Act XVI – The Decision**

At the fourth floor of the _Edificio Gumamela_ in Escolta Manila, Ligaya de la Cruz sits atop the mattress of a single bed with her face towards the window. Her eyes looked to the bright blue sky which had oftentimes cheered up the young Filipina girl. Today, it offered her no solace – and neither did the rich foods served beside her on a tray or the mug filled to the brim with her favorite orange juice. The soft, comfortable bed gave her tired feet no rest. Her clean change of clothes did not please her. The richly decorated room given to her and Audrey did not amaze her as it usually would. Two days had passed since the nightmare at the coastal road, but her heart was still heavy and grieved.

The American girl lay down on the bed lined beside Ligaya's, her arms spread out over the mattress and her hair untied from its usual ponytail fanning out around her back. She had stopped grieving a little earlier on, but did not bother Ligaya. She loved her deceased relatives with all of her heart, but she knew the bond between Ligaya and Nicanor was something special. Perhaps, she thought, if she had a parent who cared for her the way Nicanor did for Ligaya, she would act the same way. She did not have that sort of luxury.

There was a knock on the door. A small metal click was followed by a slight creak.

"Sorry for the intrusion." Serafina said, peeking into the room, "Have you two already settled into your rooms yet?"

Since the day she had brought Audrey and Ligaya back to the Gumamela Building, Serafina had personally asked Elise to let her stay for a few more days. All that time, she served as a sort of caretaker – attending to the needs of the two shaken girls.

"We've settled into the room just fine, Serafina." Audrey said, not moving from where she lay, "It just takes quite a bit of time to let the situation itself settle within us…"

"Comrade Ligaya hasn't touched her food…" Serafina noted the untouched food tray at Ligaya's side. "It must be tough."

The Ukrainian girl then stepped into the room and folded her arms.

"Don't worry though – you two can stay here in the Gumamela Building all you want." Serafina then said, "I've worked out a food and lodging deal with Elise; this room will be yours and your meals will be covered too – I'll be paying your rent, so to speak."

"Is that really alright?" Audrey asked as she sat upright to face Serafina, letting her hair flow down to her shoulders. "I feel like we're asking too much from you."

"No, no. This is the least I can do." Serafina assured, "What happened to you two back there isn't something girls are supposed to have to put up with – I went through a lot of shit in Ukraine too, so I can sympathize."

"Thank you for that… but I really want to do something for you in return." Audrey insisted, "When my aunt and auntie took me in, I made sure I helped them establish their hacienda…"

"Would that mean…"

"Yeah." Audrey nodded, looking at Serafina straight in the eye, "I'll offer my services to Carissima Elise."

"So will I." Ligaya added all of the sudden, drawing the attention of Audrey and Serafina, "I want to work for Salvae too."

"But Ligaya…" Audrey argued, "To work for Salvae would mean…"

"To work with Salvae, one must be a Puella Magi." An authoritative voice suddenly said. The door to the room was pushed open, revealing the Carissima Elise with a Kyuubey perched on her shoulder. She had come by to check on the two visitors and was delighted by the conversation she had overheard. "Ms. Audrey's offer, I can easily accept – but yours is still in doubt. Bb. Ligaya de la Cruz, are you willing to take a leap of faith and become a Puella Magi – one whose life is devoted to fighting Witches?"

"If that's all that needs to be done to be able to help out, then so be it." Ligaya said firmly, turning around to face everyone else "Plus, I think I have something I truly want to wish for now."

Kyuubey immediately fixed its eyes on Ligaya, his odd, vague smile on its face. The Filipina stood up from where she sat and approached Elise and the Kyuubey on her shoulder. Kyuubey hopped off Elise's shoulder then sat instead atop one of the beds. Ligaya took a deep breath.

"My father and mother both loved me to their dying breath, but to what purpose exactly? I don't understand…"

As Ligaya spoke, a gale blew through the closed room. Audrey and Serafina shielded themselves, but Elise and Kyuubey stood still, watching the affair with interest.

"At that coastal road, Audrey vowed to protect everyone – her uncle, aunt, cousin, myself… and even my father… but why was it only me who made it through? Why do I deserve to be defended when I cannot even defend them in return? I want to be able to protect those I love too!"

"What is it you wish for then?" Kyuubey asked calmly, his ears flailing in the wind. Ligaya closed her eyes and remembered the words her father had told her.

"I want to have resolve… resolve to be able to protect those around me from the punishment life is certain to dish out; resolve as strong as steel!"

"Are you absolutely certain?" Kyuubey asked one last time, "Let it be known that contracts are binding and final."

"I am sure." Ligaya declared, "Do it."

Without another word, Kyuubey extended his ears to Ligaya's chest and the young Filipina girl grunted in pain. For a moment, the girl saw fire – molten steel pouring into an arc furnace… then, she saw a giant gear turning and turning and turning without end. Her strange vision disappeared and a green light coalesced into a rough oval floated above her.

"Go on and take it." Kyuubey said to the Filipina who floated down gently on her back to the floor, "This is your destiny."

Ligaya reached up for the green light and caught it with her hand. It then transformed into an olive-green Soul Gem. Rather than gold, though, hers was encased in steel. Dazed, Ligaya looked at the curious object with mild fascination.

"I've done it… I've become a Puella Magi…"

…

.

…

  
It was that place again – the realm of black and white tiles that stretched as far as the eye could see. Madoka could tell; she had seen this place before. She had seen it many times; a clear, silent space of black and white.

"Hello?" Madoka called out, "Is anyone there?"

Suddenly, chess pieces – white pawns, knights, bishops and rooks - fell from the sky and smashed into the tiles. They all stood upright, standing guard around a white king. A loud thud sounded from behind Madoka and she saw a queen harassed by countless black pawns and a black knight. The queen was struck and toppled lifelessly onto the tiles, but so did the pawns, and the knight that led them.

Then, three figures – girls, not chess pieces – walked across the board towards the defended king. Madoka could not make out their faces, but there was an air of determination about them. The rings on their fingers shone brightly, the only colors in that black and white world. Then, for a moment, she thought she recognized two of them.

"Mami-san!" Madoka cried, "Homura-san!"

But they did not turn to her for it was not them. The realm of black and white then crumbled into an inferno – flaming stone falling and breaking everywhere. Still the three figures pushed forward – Madoka could now only barely make them out through the dust and debris.

Moments later, Madoka awoke with cold sweat in her bed. The girl hastily straightened her back and saw the clock in her room read twelve midnight.

"What was that I just saw…?"

**To Be Continued**

* * *

**Episode 8 Preview:**

An alliance armed with time and powder,

Blessed with the wisdom of olden times,

We march together to challenge fate.

To fight a glorious battle, together

She and I...

It would have been nice.

-Akemi Homura-


	8. It Would Have Been Nice

 The pitter-patter of Sunday afternoon rain sounded against the roof of Mami Tomoe's apartment. From the slits between the curtains drawn over the windows of Mami's room, the grey clouds cast drab shadows over Mitakihara City. Rain flitted down and snaked across the glass.

Inside, it was dry. Mami and Homura stood together before the Mercator floating along the apartment's walls. The two of them were silent; Homura was impassive as ever while Mami was unusually quiet. The girls were intently focused on the Greater Mitakihara Area. The date displayed on the map was fixed on the day both girls believed Walpurgisnacht would attack – or at least, the day Homura had claimed Walpurgisnaght would be most likely to attack. Using the maps, the two girls planned the defense of Mitakihara City… but no matter how they looked at it,

"Will we really be able to defeat Walpurgisnacht with just this?" Mami asked, tapping the map with her finger. The entire grid of the metropolis was shaded in a faint tint of red as the impassive Homura drew out defensive lines across the river that flowed through the city. "The whole town will be attacked – minions, familiars, the works. They'll be everywhere."

"That's a given." Homura said. Faintly, her eyes narrowed. "What is your point?"

Mami's eyes shifted uneasily, settling on the two colored dots marked on the map watching over the lines Homura had drawn – one yellow dot and one purple. "Wouldn't it be easier if Miki-san or…?"

"We already talked about this, Mami." Homura's voice was firm. "We aren't getting Madoka or Miki-san involved in this. Those two shouldn't be forced into this conflict just because we think we might be overwhelmed – and I assure you, we will not be overwhelmed."

Mami sighed, twirling a strand of her golden hair around her fingers. She took a deep breath.

"I want to believe you, Homura-san." Mami said mildly, keeping her eyes steady on the two small dots, "But… I don't know… I feel like I'm missing something here."

Homura's face darkened. Then, there was a hint of a plea in Mami's eyes.

"Please tell me I'm wrong."

"You're overreacting, Mami-san, jumping to conclusions." Homura replied instead, "Don't you trust me?"

"I do…"

"Then leave everything to me, okay? We can do this."

"Alright." Mami sighed again, shaking her head. She felt a pit sink into her stomach but shook that thought away - slowly recovering her warm smile, "I believe you."

Homura gave a neutral nod then headed for the door. Mami trotted behind her, retrieving Homura's raincoat for her as the dark-haired girl put on her shoes.

"Same time again tomorrow?" Mami then asked, handing Homura her raincoat.

"Yeah – but at my place this time." Homura replied, standing upright and taking the coat. "And could you bring a copy of your Mercator map too? I think we'll need it.

"Sure thing." Mami nodded, managing a small smile.

Homura walked out and Mami gently closed the door behind her. The golden haired girl leaned against the wooden door to face her living room and the triangular table set at the middle. As always, Homura's cup was emptied but her cake was only half-eaten. Homura never seemed to finish her share of cake no matter how much effort Mami put into making it.

"Am I doing something wrong, Homura-san?"

…

.

…

* * *

**Act XVII – The Peacemaker**

The dark basement of the Gumamela Building, lit by small electric lights, echoed with the sharp sounds of gunfire. Ligaya de la Cruz was attempting to fire at painted wooden targets from a shooting booth with a Peacemaker revolver. Her accuracy was questionable, to say the least – her shots scattered all over the wooden board, very few shots landing anywhere near the bull's eye. Audrey Burnham stood beside Ligaya, a slightly troubled look on her face as she watched the Filipina shoot miserably. A small package of boxes of revolver rounds sat by Audrey's feet. It was nearly empty as the American handed the Filipina one box of rounds after another.

"Another one, please." Ligaya said, emptying the revolver. Six emptied shots fell out from the cylinder in quick succession, landing with sharp, hollow pings against the floor. The Filipina extended her hand and Audrey handed her a new box, which Ligaya set atop her booth. But when Ligaya tried to pull out six new rounds at once, three of them slipped from her fingers and mixed with empty shells.

"Oh, shoot… I'm hopeless…"

She knelt down on the floor, trying to find the new rounds amongst the old ones.

"That again?" Audrey sighed, squatting with Ligaya to look for the new rounds, "Training takes time – you can't rush it, Ligaya."

"But it's been two months already, Audrey." Ligaya frowned, her voice quiet and flat, "It's been two months and I still haven't mastered my powers, or even learned how to shoot!"

She gestured at the targets.

"Hey, hey." Audrey faced Ligaya determinedly, "Don't think like that, Ligaya. Learning to use your powers takes time… well, that's how it was for me at least. You should have seen me when I made the contract – the Toffee Apple mortars I had couldn't hit the Pacific Ocean! Jeez!"

A smile tugged at Ligaya's lips before fading away again.

"That may be true…" Ligaya pondered, "But at least you actually have useful magic. Me – I can't do anything useful in a Witch hunt. I can't hurt them… That's why I had to loan this revolver from Serafina before she left…"

"You'll master your powers in time, Ligaya, I promise." Audrey smiled, patting Ligaya's shoulder, "I am your mentor now, after all. Until you can fight on your own, I'll be with you on every single Witch hunt you take on!"

"Audrey…"

"And your power's pretty interesting too, just so you know." Audrey added happily, "That metal plate you conjure up is pretty sturdy – a steel wall, maybe!"

"A steel wall isn't going to help me rout a Witch though…" Ligaya groaned

"For now, if defending yourself in a Witch's barrier means emptying loads and loads of revolver rounds on their faces, then I'll teach you to shoot like a professional." Audrey grinned, standing up then helping Ligaya up to her feet, "I use conventional weapons too when I fight Witches, you know – killed a Witch with my M1911 once."

"Really?" Ligaya gasped. Audrey nodded. Facing the wooden target Ligaya had been shooting at, she drew an M1911 pistol and fired – bull's eye. The girl blew the smoke from the pistol's barrel, spun it handily in her fingers and holstered it with a satisfying click.

Ligaya was about to praise Audrey, but the American was caught up in a thought, her hand still resting on the holster. "Sadly, not everything's solved by pulling a trigger."

"What was that, Audrey?"

"N-Nothing." Audrey shook her head, fixing her smile back into place. "So, uh- well, I guess training's done for now, Ligaya. Why don't we have an early lunch – we're hunting Witches around Manila in the afternoon after all."

"Oh, you're right." Ligaya remembered, "We should eat up before we go on our patrol – we wouldn't want to go hungry during a fight now, would we?"

"And that's coming from someone who brought a bag of pan-de-sal* into a barrier last week?" Audrey asked with a raised brow.

"Aww, come on." Ligaya was smiling again. "You had some too!"

The two girls laughed heartily, just as they had done in the past. Finding some brooms, the girls cleaned quickly cleaned up the basement and swept the spent rounds off the concrete basement floor. Ligaya found one of the fresh rounds near the corner of the booth. Later on, Audrey found the other. The third one, though – they never seemed to find.

* * *

**First Interlude**

A young girl – a Puella Magi in her full attire with a black shawl over her shoulders - staggered helplessly on the ground in the rolling hills and thick forests of the northern Luzon province of Benguet. Beside her lay the bodies of two of her comrades, also wearing black shawls, their broken Soul Gems scattered around. Then, there was the body of a third girl, her arms bound in rope and eyes were blank and tearful. The sound of wooden slippers crunching against twigs came steadily through the forest's noises. The girl desperately tried to stagger up to her feet.

"Y-you bitch!" The Puella Magi cursed hatefully, her speech impaired by heavy wheezing "You… won't get away with this!"

The footsteps grew louder and louder. The sharp blade of a naginata and the young girl who wielded it, cast a towering shadow over the injured Puella Magi whose face grew pale. The wielder of the spear was a girl in a blue kimono, standing before the grounded girl with her face darkened by the glare of the 7AM sun.

"Fuck it! Don't you know who you're messing with?"

"I know very well who I'm messing with." The second Puella Magi said coldly in Japanese, "I'm not afraid of you."

In a split second, the naginata thrust through the grounded girl's chest before she could protect herself – hey eyes widened and a shattering sound followed. The injured girl's clothes changed into her regular attire, a blood stain growing around the naginata that tore through it. Michi pulled the naginata out and it disappeared in a blue flash.

She turned to the body of the girl with blank, teary eyes and saw that the rope that bound her had disappeared. In that girl's lacerated hands sat a Grief Seed.

"Late again…" Michi muttered. The Japanese girl pried the Grief Seed out of the dead girl's hand and laid the girl out on the ground in a more dignified pose. She then gently closed the girl's eyes. "Forgive me."

* * *

**Act XVIII – Magni Domina**

Audrey and Ligaya climbed up a set of narrow stone stairs from the basement to the ground floor of the Gumamela Building. They pushed open the door and found themselves in the vibrant, luxurious hall that they had grown to love. A handful of their fellow Puella Magi went about on their daily business as usual. Some stopped to chat with the two newest members of the Manila chapter.

"My, my… you two are the newest members to our branch – but you guys fight like pros!" one of the girls praised, "That last Witch and her minions couldn't even lay a hand on you! You're a cut above the rest!"

"Yeah! That's right!" another girl added, "You two have defeated a whole lot of Witches in just two months!"

"Nah… It's nothing too impressive, really." Audrey sighed, "We're just doing our work. Plus, there have been a whole lot more Witches hanging around lately – more than usual."

"That may be true." one of the Puella Magi said, "But, Carissima Elise seems to be interested in your little team – that's quite rare for new Aspirants!"

"Aspirants?" Both Audrey and Ligaya seemed unfamiliar with the term.

"Aspirants – that's you guys." The Puella Magi cleared her throat as if to recite a poem. "When a Puella Magi chooses to serve a in a branch of Salvae, she will start off as an Aspirant; one who wishes to become part of the organization. It's just one of our formalities – the title for the entry level, basically."

"What do us aspirants… uh… aspire to be, exactly?" Audrey asked, scratching her face.

"We aspire to become a Zealot." The Puella Magi continued, "The Zealots are, in a sense, the officers of the Carissima and are equal in rank to the Maultiers who bring us our goods. They are handpicked from only the most capable aspirants who have proven themselves worthy. In that sense, you two may very well be in line to become Zealots!"

"That sounds like a sweet job." Audrey grinned, wondering what it would be like to have a higher rank in the organization. "I see… so, Aspirants wish to become Zealots – or Maultiers if they have the gift – and Zealots serve under a Carissima. Each branch has a Carissima, and there are many branches around the world… so who do all of those Carissimas answer to?"

Just as the Puella Magi was about to speak, another Puella Magi came running through the halls like a possessed woman – a Puella Magi neither Audrey or Ligaya seemed to know.

"Is that our Maultier for the month?" Ligaya asked, puzzled. The veteran Aspirants all nodded their heads.

"But why is she in such a rush?" Audrey asked curiously.

Minutes later, the hurried steps of the new Maultier were paired with the loud, authoritative ones of Carissima Elise. The Carissima's face was worn haggard with worry – the kind of look a parent makes when their child has gotten him or herself into some sort of trouble.

"Carissima." Audrey asked with formality, catching the Carissima's attention "What is the problem?"

"Lady Lorelei Sankt is in Manila – but we don't know where she is." Elise replied as she marched past Audrey, Ligaya and the other girls, "She travelled with our Maultier for June, it seems, but she set off on her own after the ship docked…"

"Lorelei Sankt… lady?" Ligaya piped up, rather confused, "Who's that?"

The Carissima and the new Maultier however were long since gone. The girls cluttered up in the hallway then started to disperse while a few of them accompanied Audrey and Ligaya to the dining hall for lunch.

"That's the answer to your question a while ago, Bb. Burnham…" one of the Puella Magi continued as they walked to the dining hall, "Lady Lorelei Sankt is our Magni Domina – the Lady of the Carissimas and the founder of Salvae!"

"The founder?" Ligaya repeated out loud, "What's she doing here?"

"Bb. Sankt visits the Manila Branch a lot – oftentimes unannounced. Carissima Elise and Lady Lorelei are the closest of friends, you see." Another girl explained with a chuckle, "When Lady Lorelei founded Salvae, Carissima Elise was the first member! The two of them are entirely different though – it's a wonder how they ended up being such good friends."

"How so?" Audrey and Ligaya asked, pushing open the dining hall's double doors. Once they stepped inside, their questions were quickly answered.

Sitting at the Carissima's table was a young girl of small stature with a round, childlike face. Short blond hair wafted around her face from a rather downtrodden worker's hat resting proudly over her head. Her travelling clothes were equally as drab and common. Pretty as she was, with her bright sky-blue eyes, it was hard to believe that this was the girl to whom Carissimas around the world, like Elise, answered to. It was hard to believe that this girl had founded Salvae, Terrae Magicae.

"Seconds please!" She said in perfect English with a bright tone. She raised up a hand to summon one of the cooks to the table. Large slices of ham with generous helpings of mashed potatoes and a home-made gravy were brought to her, as well as a tall, frothy pint of San Miguel* lager. Her second serving arrived, and the girl grew fascinated – thanking the cook over and over again like a child. She filled her plate with a happy smile then drank down the lager merrily, giving off a satisfied sigh.

"Dieses bier ist das beste! (This beer is the best!)" She exclaimed suddenly in German, setting aside the empty mug and stretching happily in Elise's chair. "Leben ist gut! (Life is good!)"

"Lorelei!"

A panting Elise suddenly appeared at the threshold, slipping between the girls watching the childish Magni Domina merrily eat and drink to her heart's content. Her hair was a mess and she seemed furious.

"Lorelei Sankt!"

"Ah, Elise! Mein beste freudin der welt, Elise! (My best friend in the world, Elise!)" Lorelei replied, standing up from her seat and spreading her arms wide open. "How lovely it is to see you!"

"You had me worried, Lorelei…" Elise snapped, leaning forward a little as she tried to catch her breath, "The Maultier was supposed to escort you. Just because the Americans finally surrendered last month doesn't mean that the streets are safe… you'd have to go through customs first, and…"

"But it would have taken too long… going through customs is booooooring!" Lorelei argued, her arms still opened wide, "I wanted to see you as soon as possible! You haven't visited Berlin since – I already forgot, that's how long it's been!"

"That would be because I am busy attending to my duties as a Carissima." Elise said. She took a deep breath and stood upright. "I don't have time to visit Berlin - or Europe for that matter."

"All the more reason for me to come rushing to you!" Lorelei said with a painful grin, "Come on – my arms are starting to hurt!"

Embarrassed, Elise heavily sighed before admitting defeat and approaching Lorelei. The two close friends reunited with a tight, tight embrace. When they parted from each other, Lorelei started talking to Elise in rapid-fire French. The girls of the Manila Chapter were quite pleasantly surprised – it was only when Lorelei Sankt visits Manila that they get to see their Carissima Elise be so happy.

Elise snapped away as she caught sound of the pleased whispers and saw that practically all of the Manila Chapter's Puella Magi peeking through the dining hall doors. Flustered, she quickly reverted back to her authoritative, leering look.

"What are you girls standing around there for?" She ordered, gesturing the girls to come into the dining hall, "Line up for inspection – greet your superiors with respect!"

Frightened, the girls all marched stiffly into the dining hall to form two windowed lines. Audrey and Ligaya found themselves at the far end of the lines as they tried to copy their fellow Puella Magi.

"Mabuhay, Carissima Elise!" The girls chanted in unison, "Mabuhay, Magni Domina Lorelei!"

The Americana and Filipina only mouthed the words. They didn't know if they would pronounce the words properly, after all – it was the first time they heard about the Magni Domina.

"Aww, come on, Elise. You don't have to be so formal with me." Lorelei laughed uncomfortably, "You always make the girls stand in attention to greet me like this."

"It's only proper though." Elise reasoned, "You're the Magni Domina, our Lady and founder. You deserve respect."

"Hmm… sometimes, I wonder about that…" Lorelei hummed, her mind laden with heavy thoughts for a moment. She then shook her head and faced the girls standing in attention with a bright smile. "At ease, girls of the Philippine chapter – thank you for welcoming me to your home."

The girls all sighed in relief and were silently dismissed by Elise, scattering off to carry on with their work and duties for the day or taking a seat in the hall to have their lunch. Audrey and Ligaya too started looking for a table in the hall when they were halted by Lorelei.

"Ms. Burnham, Ms. de la Cruz." Lorelei called out, stopping them in their tracks. "You two are the newest Puella Magi of the Philippine chapter, right?"

"Y-yes…" Audrey and Ligaya said shakily as they turned around, unnerved to be face to face with the Magni Domina.

"You're also the ones assigned to be dispatched for Witch patrol around the city this afternoon, am I correct?"

Unable to speak, the two girls nodded meekly. Lorelei smiled and walked over to where they stood.

"Excellent! Just perfect!" Lorelei's smile grew wider, "I have a request for you then."

Audrey and Ligaya looked at each other in shock.

"Take me with you on your Witch hunt – show me the power of the girls of the Manila branch!"

"… Eh?"

* * *

**Act XIX – Pair Aces**

Two Soul Gems, an amber one and the other olive green, sparkled in the hands of their owners. Audrey and Ligaya walked along the Pasig River and held their gems in the afternoon sunlight. The Gems both glowed with faint light.

"Ligaya, you're shaking." Audrey whispered to the Filipina walking beside her, "Are you nervous?"

"How could I not be nervous?" Ligaya complained, "W-we… we have to…"

She then turned her head to the side, catching a glimpse of Lorelei and Elise walking behind them, deep in conversation.

"How can I not be nervous? The girls back at the Gumamela said Carissima Elise had been following our progress lately… and now, the leader of Salvae herself is going to watch us!"

At first, Audrey and Ligaya thought that Lorelei was joking when she said she wanted to join them on their afternoon patrol… she did seem like the type to crack a joke like that. But there she was, bouncing along happily as if they were all going to a picnic. Elise greatly opposed to the idea of leaving Lorelei in the hands of two rookies and so was forced to come along as well. Now, Audrey and Ligaya were in charge of protecting two of the most important members of the Salvae organization. Audrey could see why Ligaya was so distraught.

"Don't look too much into it." Audrey tried to calm her down, "A witch hunt is a witch hunt."

"That's the thing, though!" Ligaya frowned, "What good am I in a fight? What if because of me, we humiliate ourselves in front of the Carissima and Lady Lorelei…?"

"Like I'd let that happen!" Audrey whispered back, "You and I will find a Witch today and beat her into the ground! That revolver training hopefully comes in handy today!"

"Yeah- hopefully…" Ligaya said, feeling the Peacemaker revolver holstered at her hip with her free hand. While her marksmanship was poor, what was worse was her magic. She felt as if her magic was useless.

As if to spite her, Ligaya's soul gem suddenly brightened. She looked over to see Audrey's soul gem shining brighter as well.

"The barrier is nearby." Lorelei said, her voice suddenly serious. Her bright blue eyes scrutinized their surroundings carefully. "Over there!"

She then pointed to an oddly empty artery road that would usually be filled with traffic and pedestrians in the late afternoon rush.

"We should prepare to fight too." Elise readied her Soul Gem, a shining jewel of lilac, as well, "These two are rookies, so…"

"No, no… I'm sure these two can handle themselves." Lorelei smiled, "Trust in your subordinates so that they can grow, right?"

"Very well…." Elise grumbled, returning her Soul Gem to its ring form.

"Go forth then and lead us, mein frauleins!" Lorelei then cheered, "I expect a most splendid performance!"

Audrey and Ligaya turned to each other as they raised their Soul Gems. The familiar amber light wrapped Audrey for a moment, bringing forth her US cavalrywoman's Puella Magi attire, the attire Ligaya had admired since the first time she met the American. Ligaya, however, hesitated to transform and looked over her shoulder to the Puella Magi behind her..

"Come on, Ligaya." Audrey encouraged, patting the Filipina's shoulder, "You're a Puella Magi now too – believe in yourself!"

"O-okay…" Ligaya nodded, lobbing her Soul Gem up into the air. Olive green light surrounded Ligaya, bringing out the Filipina's Puella Magi attire. She wore an olive green US infantry jacket with its sleeves rolled up to just before the elbows. Denim short-alls of khaki hung from her shoulders and covered everywhere from her stomach down to her heels. A long olive green skirt puffed out underneath it. Short, dark brown work boots covered her feet and a sturdy leather belt fastened her short-alls in place. Then, a metal bracelet formed around her right arm, encrusted with a shining green gem.

Audrey took Ligaya's hand happily, "Let's go!"

Leading the way, Audrey went with Ligaya headlong into the empty thoroughfare and were absorbed into the barrier.

The tall buildings of stone and concrete buildings of the Philippine capital melted away suddenly and the paved asphalt road corroded underneath their feet, a winding dirt path rising from its place. Chopsticks, akin to bones, stuck out from both sides of the dirt road along, protruding at odd angles and swaying ever so slightly in a nonexistent breeze. A mountain of metal frying pans, cooking pots, utensils and plates at the end of the road reached far up into the rapidly dulling sky. The kitchenware rattled around and whizzed, encircled by a ring of flame..

Above the mountain of kitchenware, a perfectly circular hole danced in the bright sky. A cheese grater at the tip of the mountain disappeared into the hole – they would have to climb up the mountain of metal to get into the hole. Audrey shrugged and she and Ligaya began to make their way to the shifting mountain. Suddenly, she stopped.

"Minions." Audrey whispered, "Stay close."

Ligaya quickly obliged, walking closer to the American. In her trembling hands sat the Peacemaker revolver, loaded with six shots. Boxes of revolver rounds shifted around in her pockets as she sped up to keep up with Audrey's pace. All around them were blackened grains of rotten rice the size of American footballs forming a circle around the four girls in the barrier, skittering and chattering about. Audrey had hoped to get through the barrier quickly unnoticed, but that plan had to be thrown out the window..

"Tch. Transforming so soon might not have been such a good idea." Audrey rested her hand on her hip in a confident pose, "Still – this battle shouldn't take too long."

"So then…" Ligaya shuddered, "What's the plan?"

Audrey drew out her golden neckerchief and grinned.

"Break through the front quickly and head straight for the witch!"

Half a dozen 20mm anti-aircraft guns slammed into the moist earth, pointed straight down the road. One after another, the six guns fired and thrust a hail of black shrapnel onto the rotten grains, easily tearing through thousands. With a single barrage, their path to the mountain was cleared.

"Go!"

The girls made a run for the metallic mountain. Grains of rice from all around them started marching to close in on them, launching themselves to strike at the girls once they were close enough. Elise and Lorelei dodged them with practiced ease, but occasionally Ligaya or Audrey didn't fare as well.

"Audrey!" Ligaya cried out – a handful of grains threw themselves onto the American. Gritting her teeth, Ligaya pointed her gun and shot at the grains twice, the two bullets destroying them all midair.

"You seem to shoot better on the move!" Audrey said, making the Filipina gain a little confidence, "Keep it up!"

"Yeah!"

They pressed onwards through the chopstick-lined road and reached the foot of the mountain practically unscathed.

"You take the lead this time, Ligaya." Audrey said, pointing up to the hole in the sky, "Get Elise and Lady Lorelei up to that cheese grater safely!"

The American then waved her neckerchief around, calling down two dozen anti-aircraft guns facing the path from which they came.

"I'll buy you guys some time and catch up!"

Ligaya nodded to Audrey then helped Elise and Lorelei up through the first set of pans.

"I'll do my best!"

* * *

**Second Interlude**

Meanwhile, at the Manila artery road where the four Puella Magi had disappeared, the entire area was deserted save for two girls standing watch over the entrance to the barrier. Both girls wore black shawls over their shoulders.

"We've got quite the catch in here today eh?" The first girl, a Latina with a mild complexion said. "If we can pull this one off, it'll be pretty big!"

"I know, I know." A middle-eastern girl agreed, "It's a quarry we can be proud of – poor girls don't know a thing!"

As they spoke, a third girl approached the entrance to the barrier – a Japanese girl with long dark hair and a beautiful, smooth face. In her hand fluttered a black shawl. The two girls who stood watch saw the shawl and grinned.

"Ah, you're one of the reinforcements, no?" The Latina asked, checking a metal timepiece, "You guys are late – we were planning to go on ahead."

"Yeah, yeah." The middle-eastern girl added, "So hurry up and put that shawl on so we can get started!"

The Japanese girl however didn't reply, instead letting go of the shawl which flew away with the breeze. Quickly, the two girls took steeled stances.

"You're not with them, then – what the hell did you do with our reinforcements?"

Michi calmly closed her eyes solemnly, like a samurai meditating before a battle – ready to strike. The girls now knew that their reinforcements weren't coming.

"Tell me, you two." Michi then asked in English, "Where are you from?"

The two girls looked at each other, Michi's question taking them by surprise.

"Costa Rica." The Latina said, folding her arms.

"Persia." The middle-eastern girl followed, "why are you asking us this?'

"Back down… and go home." Michi said softly, giving the girls their last warning. "Return to your homes – back to where you belong."

The brows of the two girls crumpled. Michi opened her eyes with determination.

"If you have families you love, or a home to return to – go. Unless you believe your job is worth throwing away your life for."

"We left behind our families and homes when we became Puella Magi." The middle-eastern girl said. Both she and the Latina drew out their Soul Gems. "We don't need them anymore, for we've become part of something greater. We have no regrets and we'll take you down."

"Hmph… if that's the case..." Michi drew her turquoise Soul Gem, her eyes sharp as daggers "I will have no regrets either."

* * *

**Act XX – Holding On**

"Heave… ho!"

With her Peacemaker revolver holstered at her side, the Filipina dutifully climbed up the mountain of kitchenware in the barrier of the Witch. Unafraid of heights, she rose up rather quickly - faster than Lorelei or Elise could. She even helped them up to the next level every now and then.

"You climbed up trees as a child, I presume." Lorelei cheerily asked as Ligaya scampered onto a soup ladle.

"Yes I did." Ligaya confirmed, reaching down to help Lorelei and Elise onto the ladle, "My father and I used to race to see who could reach the coconuts up in the tree first – my father and I…"

Her tone grew somber,

"My father and I…"

She abruptly fell silent.

Lorelei's face fell. "Oh, I'm sorry! I didn't mean to bring up an uncomfortable topic."

"No, it's alright…" Ligaya assured, "It's something I have to get over someday, after all… the sooner, the better."

Ligaya shook her head, and continued to climb. Though her eyes were turned skywards, she could hear Audrey battling the endless waves of rice grains at the foot of the mountain – anti-aircraft guns went off almost every few seconds and the ground beneath them glowed bright with powder and flame.

"How are things up there, Ligaya?" Audrey called out from below.

"Fine so far!" Ligaya called back, "We're almost…"

Suddenly, a few grains of rice shimmied out of one of the pans directly above her. The Filipina flung an arm over her head and a warm olive green light shone around it. A large, sloped steel plate, light as a feather, now floated above Ligaya, protecting her from the plummeting grains. The grains struck against the plate like rocks but were deflected handily. Silently, Ligaya's plate disappeared and the Filipina drew her revolver to shoot the remaining grains.

Audrey looked up and saw Ligaya fighting with a rhythm she had never seen before, a burning confidence and fierceness she had never seen in the Filipina before. With a smile, Audrey fired one last salvo of flak at the assaulting rice grains and started to climb up after the rest.

"We're on a roll, Ligaya!" Audrey cheered, lifting herself up to the spout of a tea kettle, a few dozen feet below Ligaya "That Witch better be scared – we're taking the fight to it!"

"Don't get cocky." Elise chastised, "Never underestimate a Witch. At any given time…"

A shadow then fell over the girls. Loud rattles resounded from up above and the cheese grater Audrey had hoped to climb was now tumbling down the side of the mountain, barely missing her back. The girls looked up and saw a face looking down on them from the hole – an emancipated doll with hollows under her eyes and in her cheeks, whose deathly pale face was covered by brittle hair. She was the Witch of this barrier.

Sickly, yellow stalks of rice started inching downwards from the hole and blood dripped down from them like morning dew and onto the girls. Audrey wiped her face in disgust.

"Damn you!" Audrey growled, summoning half a dozen 2-inch medium mortars onto a nearby frying pan, "Take this!"

The mortars fired, their toffee-apple bombs flying past Ligaya, Elise and Lorelei and striking at the Witch above. The Witch shrieked in pain as bombs went off on her face. Her hair caught fire, causing her to start to retreat back up the hole.

"Not so fast!" Audrey cried, calling forth another set of mortars, "I'm not done with you yet!"

As she was about to fire, though, the entire barrier seemed to shake. Then, the droplets of blood that had fallen on to them started falling sideways, away from the mountain.

"What the…"

Audrey and Ligaya cried out as the mountain started moving towards one side with loud metal clanks as the items that made it up shifted in that direction, moving bizarrely to that side. Moments later, Audrey's feet started to feel light and the sensation of falling backwards filled her body. Then, she screamed. The gravitation had shifted – what had been sideways a minute ago was now downwards, and the four girls fell. It wasn't only them that plummeted down into the darkness; the entire mountain of kitchenware fell too, each object threatening to crush them in their weight. The path to the Witch disappeared before their very eyes. Before long, their lives may very well disappear too.

"NO!" Ligaya cried, absolutely terrified, "I CAN'T DIE HERE!"

In her desperation, the Filipina closed her eyes and held on to the gem-encrusted bracelet with the hand that held her revolver and the gem glowed brightly. The metal plate appeared above her… but started taking a different shape than usual. When she opened her eyes again, her metal plate was no longer a plate but an operational P-26 Peashooter with its engine already running. Ligaya couldn't believe her eyes.

"This is…"

She felt the wing of the plane with her hand, feeling the familiar details of the wing from the cast metal, to the rudder and to every individual bolt that held the machine together. The roar of the Pratt & Whitney engine she knew all too well breathed new life into Ligaya's heart. Her very thoughts were enough to move the machine, weaving it through the falling kitchenware with ease as she held on to it and even dispatching some of them with the plane's twin Browning machine guns. This was her power, she told herself – she controlled this plane. A burning smile stretched over her face. She knew what she had to do.

"Everyone!" She called out as loud as she could, her voice muffled by the headwind "Grab on to the plane! We can still fight this Witch!"

The Peashooter zipped through the air, against the gravity of the barrier and steered it to catch her companions in the air as they fell. They grabbed onto the wings as Ligaya commanded the plane to fly them through the hole in the sky.

"Ligaya!" Audrey gasped, amazed by what her apprentice had done, "Whoa-!"

She was speechless, as were Elise and Lorelei. Ligaya's heart was glad. The plane approached the hole and they could make the Witch cowering inside of it – now was their chance.

"Let's do this!" Ligaya cried, "Audrey – get ready!"

"Heh-" Audrey grinned, her free hand grasping her neckerchief that fluttered in the air. "I'm always ready!"

The plane started rising sharply and its machineguns shot through the hole. The bullets tore through the Witch's pale skin and bloody chunks of cloth fell from her sides. Once the plane made it through, Audrey gently waved her neckerchief and called forth a 57mm gun with its barrel sitting right at the Witch's face, point blank.

The gun fired, and the Witch fell onto the ground of the upper chamber. It gurgled desperately but managed to jump back up on its feet, her rotting hands trying to swipe at the four girls on the plane. All the while, Audrey called out and fired pair after pair of anti-aircraft guns to keep the Witch's hands away from them. Then, the yellowish stalks of rice started to grow upwards around the Witch, forming a shield that blocked off Audrey's flak and Ligaya's machine gun runs.

"A frontal attack's useless now!" Audrey hissed, "She's pretty damn weak now, but we can't get any hits on her like this!"

"How about an attack from above?" Lorelei suggested, her tone rather excited, "Fighter planes are able to carry bombs, right? Fly over her and strike; en passant*!"

"I'll see what I can do!" Ligaya cried, making the plane climb higher and higher up the barrier. The Witch, now unable to reach the girls, looked up curiously – unsure of what was going on. A hatch below the Peashooter sprung open and a dozen light bombs were dropped, whistling as they fell down onto the unsuspecting Witch. Fire engulfed the Witch's face one last time and she fell forward into the stalks of rice she had been growing around her. Rotten grains of rice were launched upwards in random directions from where she fell, but disappeared before they could strike at the plane.

* * *

**Epilogue**

Ligaya's Peashooter disappeared in a green flash and the four girls landed on their feet, watching as the barrier broke around them. They were now back in the empty Manila road, slowly beginning to fill with traffic only now. The Grief Seed stuck out from the ground. A mystified Ligaya walked up to it then picked it up. The widest smile then grew on her face.

"We did it!" she cheered, raising the Grief Seed up as if it were some sort of trophy, "Audrey! Carissima! Lady Lorelei – look!"

"Bravo! Bravo indeed!" Lorelei praised, bouncing about happily. Audrey and Ligaya looked at each other and sighed in relief. "That was, perhaps, one of the most splendid Witch hunts I have ever been on – isn't that right, Elise?"

Elise, however, did not react, her attention seemingly elsewhere. An uneasy silence followed, prodding the three girls to turn around. There, they saw a sight they would rather not have seen.

Sprawled out there on the street were the bodies of two girls who wore black shawls; large slash marks covering their bodies, blood pooling underneath them. Lines of blood painted the walls of the nearby buildings and the blood pools mixed together and flowed to the road, trickling down into the storm drainage.

"The Puella Magi killers strike again." Elise said with guarded irritation, "It is not safe here – we must leave."

"Puella Magi killers?" Lorelei asked, now greatly troubled. "It's happening in the Philippines too then – the killings."

"Yes – I had been meaning to talk to you about this, Lorelei." Elise continued, "We at the Manila Branch have taken precautions already, so we've only lost one of our sisters to those fiends. These two girls, however…"

Elise looked at the corpses, seeing the black shawls they wore stained with blood. "They aren't part of our organization – we weren't able to protect them."

"God bless their souls." Ligaya's voice was weak.

"Shouldn't we at least bury them, or try to clean up or something?" Lorelei asked.

"We can't do that." Elise refused. "If Japanese soldiers found us carrying bloodied bodies through town or out of it, we might be suspected of murder – we might even get publicly executed."

Both Lorelei and Ligaya were dissatisfied. As much as they wanted to do something for the dead girls, they couldn't argue with Elise's reasoning. The strictures of a military-government were not one to be taken lightly after all. Audrey, on the other hand, watched the bodies with an especially somber expression – as if the sight had reminded her of something.

"How could they do something like this…?" Audrey whimpered, a sensitive chord struck in her heart, "We're all sisters in magic, aren't we?"

"Not everyone seems to think so." Lorelei said displeased, "That much, they are making clear. Were they… also going to go for us?"

"Who knows." Elise's eyes scanned the area, "We must set forth immediately – the killers may still be around."

"Yeah, let's go." Audrey agreed, her tone tired, "Our shift's done anyways… I want to rest."

Ligaya nodded wearily and the four girls started making their way down the riverside road. Even though she and Audrey were victorious that day… even though she finally became a competent fighter, neither she nor her companions were in the mood to celebrate.

* * *

…

.

…

Monday afternoon in Mami Tomoe's apartment, the golden-haired girl stands before her Mercator map with a flash-drive card* in her hand. She set the card near the map and a small window popped up, asking her to confirm the copy and to enter a password. With lithe fingers, she typed in the password on the digital keyboard and hit the enter key – the map was then copied onto the card.

Once it was done, Mami pocketed the card then walked over to the entrance of her apartment. There, a bag of pastries sat, still fresh from the oven. She picked it up and smiled – she felt as if this time, Homura would like her baking. With wings on her feet, Mami stepped out of her apartment then trotted along, headed for Homura's home whistling the tune of _When_ _the_ _Saints_ _Come_ _Marching_ _In_.

"Oh, good afternoon Mami-san!"

It was Madoka Kaname walking home from school, her expression bright as always.

"Good afternoon to you too, Kaname-san." Mami replied, a smile on her face.

"Ah! You brought some pastries!" Madoka eyed them hungrily, making Mami chuckle.

"Here, why don't you have one?" Mami said, opening the bag for her. Madoka happily peeked inside and saw a pastry she hadn't seen before. "It's pan de coco – a pastry from the Philippines."

"Pan de coco?" Madoka asked, taking one out of the bag, "Oh – it's warm!"

"I finished baking them just a while ago!"

"Oh, that's nice." Madoka slowly took a bite and her eyes sparkled, "And it's delicious! How did you learn to make these?"

"Hmm… you could say I watched a video with a friend." Mami's tone was gentle, "I made these for her, actually – I thought she might like it."

"Uwah~ you've got such a lucky friend then." Madoka seemed jealous.

"Don't worry, Kaname-san, you're a friend of mine too. I can make pastries for you too if you want!"

"That would be great! And for Sayaka too! We can have a tea party together sometime."

"Why not? Yeah, a tea party… that seems like a good idea."

"And if she's up to it, we could probably invite Homura-chan too!"

"Homura, huh."

"Yeah." Madoka nodded, "I don't know… but I have the feeling that the four of us could all become friends!"

"Friends, huh… that would have been nice."

"What was that, Mami-san?"

"Nothing at all." Mami smiled, "Anyways, I must be off Kaname-san. I have an appointment to meet."

"See you later, Mami-san!"

"Oh, and one last thing, Kaname-san." Mami halted, "Have you seen Kyuubey around? I haven't seen him for a while now…"

"Beats me – I haven't seen him either."

"Hmm… I wonder…"

* * *

Meanwhile, in the Akemi household, Homura quietly sat with Kyuubey with her face turned to the many formless screens that floated around the perpetually moving pendulum suspended midair in her room.

"Akemi-san." Kyuubey said, turning to the dark-haired girl, "You've been advancing the story quite a bit on your own – shouldn't you wait for Mami-san?"

Homura didn't reply, her Soul Gem in her hand – etches of black starting to fill the bottom.

"Aren't you planning to fight beside her against Walpurgisnacht? How she properly fight something she is ignorant about – about the true nature of Witches?"

Homura gritted her teeth.

"She doesn't need to know… all that matters is that we defeat the dreadnaught Witch. Everything else is inconsequential."

**To Be Continued**

* * *

**Episode 9 Preview:**

Nothing can be more frustrating

Than to see something you wish for

Sitting right in front of you – out of arm's reach

The longer I wait, the more distant it becomes.

Is she truly sincere, or am I fooling myself?

Am I waiting for something that will never come?

In all honesty,

I want to believe.

-Mami Tomoe-

* * *

**Extra Notes:**

Pan-de-sal* - A common bread made and popular in the Philippines, usually baked in a stone oven.

San Miguel* - Brewing company in the Philippines. Argue all you want, but San Mig is still the best beer for me! It's freakin' smooth, man!

En passant* - A chess move wherein a pawn destroys the piece beside it by 'passing by' it. In essence, Lorelei suggested Ligaya try to outmaneuver the Witch.

Flash-drive Card - So flash drives still exist in the Gen Urobuchi future, sue me. This one's the size of an ID card and can be flashed like a pay-pass credit card rather than having to directly connect it to the computer - nifty idea, I think.

Pan-de-coco* - Basically bread with coconut filling (the best in the freaking world!). It's a popular Filipino pastry based loosely on the pan-de-sal. An upgrade, hint, hint.


	9. I Want To Believe

Kyuubey sat serenely among the books that piled in the bookshelves in the vast whiteness of Homura's room, looking almost guileless. Almost. Homura had noticed him enter her room but quickly ignored his presence after making him continue with his flashback to the 1940's. For the first time in a few hours, Kyuubey stirred. He swated his tail to the other side and finally, Homura gave him a steely glare.

"Do you find me that interesting to stare at, Kyuubey?" She asked tonelessly.

The formless screens froze, a scene of Audrey, Ligaya, Elise and Lorelei walking back to the Gumamela Building still showing.

"Aren't we one person short today?" The little creature asked. He blinked, but his round, red eyes still trained on Homura. "Won't she mind? After all, she finally started thinking the two of you are in on this together."

"There are things she must not find out."

"Things that… you have found out, Akemi-san?"

Homura didn't reply.

"I thought you wanted to protect the other Puella Magi?" Kyuubey seemed amused. "Even those only slightly involved – in particular, Madoka Kaname."

Homura's gaze narrowed. "My business is my business, not yours, Incubator."

"And yet, you still involve yourself in other people's business – stickin' your finger in a lot of pies, as Ms. Burnham used to say." Kyuubey then lay down on his side. "You argue like that, yet ask me to show you these things for nearly nothing in return."

"And yet, you show me all of this."

Kyuubey pondered for a moment, squirming until he lay flat on the surface. "By watching you, Akemi-san, I have learned more than you would have ever showed me willingly." Kyuubey stood upright then casually walked through one of the formless screens, making the picture fuzz as he passed. "You never fail to surprise me, Akemi-san. However, I am starting to see through your enigma."

"Let us resume, Incubator." Homura took out a Grief Seed and ran it by her darkened Soul Gem to cleanse it. "You try my patience with your riddles."

"As you wish."

…

.

...

* * *

**Act XXII – All I Have Left**

Audrey Burnham stepped into the bathroom of their room in the Gumamela Building, heaving a heavy sigh that resounded in the room's marble tiles. Fresh in her mind was that image – the image of the two girls sprawled out on the bloody Manila streets. No matter how hard she tried, she could not get it out of her head. Then, the large, posh bathtub at the end of the bathroom beckoned to her.

Perhaps, a nice long bath would help her forget, thought the American. Maybe it would. She turned the water valves and let the water fill the tub, steam slowly rising up to and filling the room.

The American untied the ponytail she wore and let her soft brown hair flow down gracefully to her shoulders. She changed out of her travelling clothes and folded them neatly, setting them aside on the porcelain sink. Then, the ring she wore on her finger, encrusted with her amber gem, she removed and placed it neatly beside her clothes. Naked, Audrey turned to the mirror above the sink and watched her reflection. Every inch of her fair skin, the curves of her strong, toned arms and shoulders and her supple breasts… they were all that of a twenty-one year old maiden.

In Audrey's mind though, that person she faced in the mirror was only but a child – a child who ran away from home.

She took a quick shower then slowly sank into the now filled tub, feeling the warmth of the water surrounding her skin as the gentle steam fills her lungs. She leaned back against the tub and closed her eyes, letting her tired mind wander off. Her eyes and her mind were tired, but she could see it clearly – a window to her past.

The American girl was born as Audrey Wilhelmina Burnham late in New York City in 1918 at the end of the First World War. It was a time of euphoria, her parents would tell her, showing her lithographs of the celebrations in New York City. Banners and streamers hung from the buildings as people flocked to the streets and to the shores, watching the first of the many US Army transports coming home from Europe.

One of the pictures showed Mrs. Burnham carrying the newborn Audrey in her arms while holding up a small US flag. Beside her stood the father, Mr. Burnham, proudly grinning as she showed off his M1907 Springfield rifle. Behind the couple was a big brass band, marching underneath the streamers in a welcome-home parade.

That picture was Audrey's favorite lithograph as a child – it was her favorite memory. As the years passed, it became clearer and clearer that the lithograph Audrey loved was just that – a distant memory. Come the height of the Great Depression in 1929, Audrey realized just how distant it was.

"You insolent bitch!" Mr. Burnham growled, letting his briefcase drop to the floor with a thud, "I'm the one brining money into this home, and all you do is complain, complain, complain!"

"You spend it all on alcohol though!" Mrs. Burnham shouted back at him, "You come back home shitfaced… and you smell of perfume! Where the hell have you been?"

"That's none of your business! And it's not like you're any better!" Mr. Burnham argued furiously, "Just how much money have you lost on the blackjack tables?"

"Shut up!" Mrs. Burnham demanded. Mr. Burnham intended to do no such thing.

"Woman, this economy's gone to hell – Wall Street folk are shitting their pants left and right. Despite this, you expect me to go and magically conjure up cash? Listen here. I've already gone to the government for those compensations for the vets already, but we got squat! Ten times they denied us – TEN FUCKING TIMES!"

"JUST STOP IT ALREADY!"

Arguments like these were commonplace in the Burnham household at the turn of the decade. The glow of the victory in the First World War quickly faded as reality set in. Thinning wallets and rising prices was its harbinger. The Burnham family, like many an American family, had believed in the American Dream – boundless prosperity and happy, loving families. The family's disillusionment was acute and bitterness reigned in the Burnham household. Audrey's parents blamed each other for the state they were in and, on occasion, took out their anger on the Burnham daughter. Audrey took this punishment in silence.

This was the casualty of the Great Depression, Audrey believes. It wasn't just the crash of the US economy. It was the loss of love within families. The hatred that had manifested in love's place was the true murderer of the American Dream. What was immense wealth without love, after all? Audrey knew this, and she couldn't take it anymore.

Audrey wanted to get away from the madness that consumed her family, and her eyes fell on the Philippine Islands. The archipelago was the perfect place for her – it was a US Protectorate and she had relatives she was in good terms with who lived there. Most importantly, though, the archipelago was half a world away – as far away from New York as she was ever going to get.

One night, as her parents were wrapped up in their endless arguments, Audrey snuck out of their New York home unnoticed. She stowed herself away on a midnight train headed for California. Her parents didn't even bother looking for her, saying that they finally had one less mouth to feed.

The fifteen year-old Audrey was in a tough situation, she would admit, but Audrey was a very clever girl. With just ten crumpled dollars in her pocket, she survived the coast-to-coast trip without skipping a meal. She sold whatever trinkets she had brought with her and whatever she could rummage from her travels – her favorite wares being baseball cards and cigarettes. She would use a San Francisco hotel telephone to call her relatives for free and refuse the hotel administration's demand to pay for a long distance call – she argued that the Philippines was US territory, thus making it a local call. Finally, she posed as a male crew member on a cargo boat headed for Manila.

She swept the deck of a less-than-luxurious cargo boat with her eyes turned to he vast Pacific Ocean as she waited to arrive in Manila. In the Philippines, she would make her fortune and make a name her family would respect. Perhaps, if she could do this, she could bring her family back together… revive the American dream she had believed in so firmly.

The moment she got off her boat (sneaking out, no less), her mission began. Audrey travelled to Mariveles on an ox-cart and met with her relatives who welcomed her with warm food and a cozy room. In return, she proposed and helped to start the hacienda business that would become thoroughly successful. Stacks of money and tins of the highest quality cigars were plentiful. Audrey was able to travel around the archipelago at her leisure, though she often stayed in Manila to promote her hacienda's goods at the local markets.

She wasn't quite someone the President of the Philippine Commonwealth would come out to meet and shake hands with (though the Malacañang Palace was an occasional patron to her hacienda's cigars), but she was loved in Mariveles and had accumulated respectable wealth. She had done it, she thought, so she decided to try to write to her parents for the first time. However…

"Audrey…" Her uncle brought in the morning newspaper, his tone somber. "You should see this…"

Audrey took the paper, wondering why her uncle looked troubled. The paper was turned to the International section and on the front page…

"No… it can't be…"

It was a black and white photograph – a horrifying scene of a murder and suicide right outside of her New York home. There, her father lay dead with a young girl from one of the New York brothels beside him. Not far from them was her mother, a smoking gun still in her hands. The family she had hoped to reunite was gone.

The twenty-one year old Audrey fell into despair and locked herself up in her room. The arguments of her parents, an endless exchange of hateful, hateful words, echoed in her head. She bawled like a child, trying her best to drown out the sound. Then, there was silence.

"I have heard your cries, Ms Burnham."

A white creature appeared before her, wagging its tail as it watched the weeping girl with its round, red eyes.

"You bear heavy burdens in your heart; burdens you feel will never be lifted."

"What are you…?"

"I can help you make light from this darkness – to create a miracle from this nightmare." The creature wagged its tail as it spoke, "I can help you piece back your shattered dreams."

"My… dreams…?"

"Yes. I will grant you a wish. Just make a contract with me and become a Puella Magi!"

The creature then told Audrey of the Witches, the foul beings that drove mankind to madness and fed on their energy without remorse. These Witches were responsible for sowing seeds of bitterness and fury in her family, driving her parents to fight one another then to kill each other. Many other families too were victims of these Witches, divided by them… destroyed by them. The tearful Audrey shook as she listened.

"A… a w-wish, huh… you mean I c-can wish for anything?"

"Almost anything. I cannot bring your parents back from the dead as I do not have power over life and death." The creature paused. "I am not God, after all."

"What the hell should I ask for then?"

"I am not permitted to make suggestions, Ms. Burnham." Kyuubey shook his head, "Look into your heart – what is it that you want? What is it that you lack?"

"Courage…" Audrey had finally stopped crying. "Give me courage to fight these Witches you speak of. I ran away from home thinking I was strong, but I was a fool – a coward afraid to face her parents… a coward afraid to save her family. Give me courage so that I can save other families from being torn apart by Witch's influence! I want to drive away these Witches that bring grief!"

"Ah, such an earnest wish." Kyuubey extended his ears towards Audrey's chest. "Your Soul Gem, the source of your power, will be a strong one. I can tell."

Amber light filled the room and Audrey fell back, floating down slowly onto her bed. The light came together in a pear shape and Audrey reached for it. Her vision blurred and she saw that scene in 1918 New York with the streamers and banners decorating the streets of her hometown. Then, she saw a battery of artillery firing a 21-gun salute, welcoming the US troops home. She then set off on her journey as a Puella Magi.s

Audrey's eyes opened again and she found herself back in the bathtub in the Gumamela Building. She turned to the nearby sink where she set aside her things, along with the ring that bore her bright, amber Soul Gem. Every Witch she had faced since she made the contract, she fought to help keep families whole. She protected the family of her relatives as her own until the day they died at the coastal road by the Manila Bay. Then, she fought to defend the girls of her newest family – Salvae. In particular, Ligaya de la Cruz.

The scene of the Puella Magi dead on the streets of Manila greatly troubled the American girl. She had vowed to protect her family, but was she doing enough? What would she do if the killers took her friends or Ligaya away from her? She didn't know. She didn't want to know…

"Hey Audrey." Ligaya knocked on the door of the bathroom. "Are you going to be staying for much klonger?"

"Oh, I'm almost done. Gimme a minute." Audrey sat upright in the tub, "Why, what's up?"

"Carissima Elise and Lady Lorelei called for us just now. It sounds important."

"Gotcha. I'll be out soon, Ligaya."

The Filipina girl sighed then stepped away form the door.

"Wait a second!" Audrey halted her.

"Yeah?"

"Ligaya, I will protect you no matter what."

"Audrey…?"

"Witches, Puella Magi killers, Japs… I don't care. I'll fight them all. You and Serafina… and all the other girls here… I'll protect you."

* * *

**First Interlude**

The room of Elise de Lamarliere was always a spectacle to behold, thought Lorelei Sankt as she looked around. The large collection of aged French wines, intricate paintings of the French countryside and photographs of Alsace-Lorraine that decorated the room always amused Lorelei. Every time she visited, there was a new vintage bottle, a new landscape or a new photograph that graced the room.

"Your collection never seems to stop growing." Lorelei noted, humming as she browsed through wines, "But, the original will always be the best."

She knelt down and picked up a half-drank bottle of 1918 Bordeaux wine. The Magni Domina smiled. "It seems only like yesterday."

"Salvae Terrae Magicae has spread its wings." Elise took the bottle from Lorelei and opened it, pouring them both a glass. "We should be proud of how far we have come… how far you have come, Lorelei. What we have built here was no simple feat."

"That's true." Lorelei took a sip of her wine, "You and the other girls have sacrificed so much – so much for me. Lately, though… I've started to wonder if it's worth it."

"It's definitely worth it. Believe in me, Lorelei." Elise's tone was desperate, "We've stopped the cycle of death in its tracks! The battle is fought and we have won."

"Can you really say that?" Lorelei asked, "A chess match isn't over until a checkmate is dealt – and I do not see a checkmate."

Lorelei turned to Elise.

"You've felt it too, haven't you, Elise?" The Carissima couldn't look Lorelei in the eye, "Your room grows more beautiful as the years pass – it worries me."

"Lorelei…"

"But not as much as these rogue Puella Magi who prey on their sisters." Lorelei added, "It's an entirely new front – a whole new chessboard, if you will."

"That is… unfortunately the case." Elise crossed her legs and set aside her glass, "You received my telegraph, haven't you – about my proposition?"

"The drafting, you mean? Yes I have. I don't think it's time."

"Why not? It would bolster our strength significantly and maybe even put an end to…"

"The girls deserve a choice in the matter." Lorelei disagreed, "Each and every one of the girls have been forced into a lifetime of fighting as Puella Magi one way or another – I don't believe we should force the Ritual onto them arbitrarily.

Only those truly willing to fight under our banner with relentless loyalty to our cause are the ones who deserve promotion. To be a Zealot, Maultier or Carissima of Salvae is a lifetime dedication, after all. Not every Aspirant can handle those sorts of responsibilities – a hasty, baseless promotion may be something they would come to regret."

"It is as you say, Lorelei." Elise calmed down, taking her wine glass again to drink, "As for Ms. Burnham and Ms. de la Cruz… do you believe they are worthy?"

"They have good hearts, I can tell." Lorelei smiled, "If their Soul Gems can become as strong as Kyuubey says and are truly willing to fight for us, then perhaps. When the time comes to fight back against the rogues… or anything else that may come up, we will need them at our side."

* * *

**Act XXIII – Discipulas**

Audrey and Ligaya walked into the room of Carissima Elise and were graciously welcomed by the bouncy Lorelei. Elise merely acknowledged the presence of the two girls with a nod, her aura of authoritative dignity ever present about her. The two girls took seats opposite the Carisima and Magni Domina and were offered drinks by Lorelei. Audrey asked for a bottle of Coca Cola and Ligaya shyly requested orange juice.

Moments later, Kyuubey joined the girls in the room and sat between the four of them. He too had been called by the Carissima and Magni Domina, it seemed.

"I've been asked to come in and take a look at your Soul Gems." Kyuubey said, wagging his tail casually, "Would you mind putting them before me here?"

The two girls did as they were told. They transformed their rings into their gem forms then set it before the white creature that wasted no time in observing them.

"My hypotheses are correct, Lady Lorelei." Kyuubey smiled at the Magni Domina, "I assume this is favorable news to you."

"Wait a sec." Audrey halted, her brow raised, "What's with all this hypothesis stuff and favorable news and whatnot?"

"Forgive us for the lack of explanation, Ms. Burnham." Lorelei apologized, "You see, before you girls came in, Elise and I were talking about an issue our organization is starting to face."

"The Puella Magi killers…" Audrey caught on quickly. Lorelei nodded.

"Precisely." Lorelei continued, "We called you girls in since, when the time comes to do battle with the rogues, we would like you to play a bigger role in the fight."

"Us?" Audrey and Ligaya gasped at the same time

"Why just us?" Ligaya asked, "There's a lot of other Puella Magi in the branch – Aspirants and Zealots – all of them wonderful fighters. Audrey and I are just ordinary Puella Magi, why just us?"

"It's simple." Elise took a big sip of wine, "You two aren't ordinary Puella Magi."

Audrey and Ligaya fell silent, holding their breaths.

"You look surprised." Elise crossed her legs, "The prowess you've shown in your fights against the Witches alone shows just how much a cut above the rest you two girls are… but there's more to it than that."

"What would that be?" Audrey asked, a mix of skepticism and wonder in her voice.

"Potential, my dears." Elise continued, "You are right. My hardened veterans definitely fare better against Witches than rookies like you… but you girls have tremendous potential, sleeping, laying dormant here in these gems of yours."

"I… don't quite follow." Audrey said bluntly.

"Then please allow me to explain." Kyuubey said, wagging his tail leisurely. "Whenever a Puella Magi makes a contract, she is granted a wish – and this wish determines the Puella Magi's combat capability. Generally, the weapons and skills a Puella Magi will take to battle against Witches are set in stone. Take for example your friend Serafina Larivenko – her illusion magic and her rapier are all she can call upon in a fight. Not to mention the conventional weapons the girls bring to battle."

Kyuubey then watched Audrey and Ligaya.

"The two of you, however, are curious exceptions."

Audrey and Ligaya listened to Kyuubey with faces of disbelief. The creature lied down on its back lazily and continued, stopping to look into the Soul Gems of the two girls..

"I have travelled with Ms. Burnham since she first started her journey as a Puella Magi." Kyuubey said in an almost reminiscent tone, "Thus, I have seen her develop her skills. She started out with her mortars, then mastered her first anti-tank gun and an anti-aircraft gun most recently."

The American girl leaned to the side of her seat and confirmed what Kyuubey. She remembered first seeing the 57mm guns she loved to use at a military parade in the Intramuros compound in Manila in 1940. The anti-aircraft guns, she learned to make in a pinch during the Japanese air raid on Clark Air Field.

"Thus, you have the potential – the potential for growth." Lorelei smiled. Audrey blinked and fell silent in contemplation. "You are what I like to call 'Discipulas', learners."

"Eh? But what about me?" Ligaya asked, a little apprehensive, "The Peashooter's the only thing I've got…"

"I doubt that." Kyuubey shook his head, "I believe you have the ability to create more than just a Peashooter. Here."

The creature gestured to Ligaya's Soul Gem.

"Set your Soul Gem near your heart and close your eyes," Kyuubey said, watching as the Filipina slowly picked up her gem. "I'll help you see what I can see in you."

The Filipina closed her eyes and listened to her heartbeat. Images of the times she had shared with her father flashed before her eyes – images of times long gone. She still clearly remembered the Peashooters her father maintained daily and took to the sky. She hoped so dearly to see it fly again… then, the town of Mariveles in flames and the men of the platoon fighting the Japanese, and the M3 Stuart tank around which the platoon rallied.

The details were vivid in her mind, the lines and rust spots, the mud struck in the treads and the sound of the hand-cranked hydraulics from its turret… then her father, wearing his USAFFE cap instead of the M1 helmet, leading the platoon bravely from the commander's cupola. Ligaya tried to come closer to the tank, but her feet would not move. Then, the commander in the cupola faded away, crumbling into dust that dispersed into the wind. When Ligaya opened her eyes, she was in tears.

"Armored fighting vehicles, particularly tanks and planes – this is your power." Kyuubey said, insensitive to the shaken Ligaya. "The emotions you brought into the contract truly do determine your powers, as is the case with Ms. Burnham."

Audrey turned to Kyuubey at the mention of her name.

"Those 2-inch medium mortars you started out with…" Kyuubey said, "Your father was a gunner in a field artillery regiment in the Battle of the Somme in the Great War. The nickname he gave you was 'Toffee Apple', I believe."

"How did you…"

"I will speak no further about that – that is a private matter, after all." Kyuubey blinked as Audrey gritted her teeth. "With everything said and done, we can now truly be certain that the two of you are Discipulas.

There still are limits to your power, of course, like every other girl. Ms. Burnham can only use artillery, while Bb. de la Cruz can create certain kinds of fighting vehicles. The difference is that your powers have variation… and potential for growth."

"This is why we have called you here tonight." Elise took a sip from her glass of wine, "With proper training, the two of you could very well be some of the most powerful Puella Magi within our ranks. Therefore, it is only proper that you two play a larger role in crushing these vile murderers. In accordance with this, once you two are ready, I would like to offer you two a promotion to Zea…"

"Honorary Carissimahood." Lorelei butted in. Elise was caught by surprise. "Not that I don't trust your command, Elise - these two will still be under your jurisdiction after all, but I don't believe a mere promotion to Zealot properly reflects your importance in this conflict. I, personally, need your loyalty."

Elise turned away, pouring herself a new cup of wine.

"Reasonable." Elise continued, "However, the title of Carissima is not something given to just about anyone. These girls have a lot of work to do if they want to prove themselves worthy of a binding of such high degree. As the locals say, they still have a lot of rice to eat*."

Audrey's brow crumpled a bit. She knew Elise saw them as rookies, but her criticism seemed sharper than usual that evening. Then she sight. With the high regard Lorelei was giving them though, perhaps there was reason for the Carissima to scrutinize them. However, there were questions hanging around in her mind. Especially about the binding – Lorelei could tell.

"Don't worry, Ms. Burnham, the binding will be made clear to you and Ms. de la Cruz in time. It is something better experienced than explained, you see." Lorelei then promised, smiling at the two girls. "That is an issue for a later time. And let me assure you this - should you choose to refuse, I will not take it against you. We all act on our own free wills after all."

Lorelei eyed Elise for a moment. The Carissima just sipped her wine.

"So then." Lorelei put her hands together, "Ms. Burnham, Ms. de la Cruz, when the time comes, will you lend us your strength?"

Audrey prepared to speak for herself and Ligaya again when the Filipina beat her to the punch.

"You can count on us, Lady Lorelei." Ligaya replied with a similarly bright smile, "I'm sure we'll also gain Carissima Elise's trust before long."

Lorelei gave a warm nod and Elise seemed amused. A smile soon tugged at Audrey's face too. The student she had mentored was learning to stand on her own two feet. She knew that she too had a long road to walk in the coming months. She too had to be strong.

"I couldn't have said it better myself, Ligaya." Audrey then turned to their superiors with a confident face, "When do we start?"

* * *

**Act XXIV – Comrades**

The training of Audrey and Ligaya began the very next day in the basement of the Gumamela Building. The booths set up for target practice were taken down and the concrete walls, the ceiling, the floors and the wooden columns that held the building up were imbued with defensive magic by a handful of Elise's Zealots.

Elise met with the two girls there in the mornings and Lorelei would pull up a chair and watch. A regimen of exercises and challenges were prepared for the Americana and Filipina, exercise akin to those of a boot camp. They ran through tires, climbed up nets, crawled under barbed wire. Then, they would do some sparring against some of the Zealots or against Elise herself. The Carissima who wore the heavily plated armor of a French knight and wielded a radiant great-sword proved to be more than a match for the two girls.

Despite the heavy armor she wore, Elise moved freely and gracefully. She danced around Audrey's artillery fire and easily outmaneuvered the strafing fire of Ligaya's planes. The American girl was defenseless once Elise bypassed her guns and a flurry of clean sword strikes tore Ligaya's tanks apart. The Carissima would then tap the girls with the blunt side of her sword to claim victory.

"Be thankful this is training." Elise said, transforming back into her regular clothes, "There were so many ways you two girls could have died."

"You're too harsh, Elise…" Lorelei complained, "I think the girls are getting better."

"Getting better does not mean anything if they die." Elise countered, "The Witches or the killers will not be very merciful."

The defeated Audrey and Ligaya then picked themselves up from the floor and cleaned up the room until lunchtime

After their afternoon meals, they would then set forth on patrols with a fellow aspirant and hunt Witches along the way. No party of Puella Magi would set out on a Witch Hunt without them in the roster. Then, at the end of the day, they would go through blueprints of artillery guns, tanks and planes and studied them until they fell asleep. This was their daily routine, but it was not as lonesome as it sounds. Lorelei Sankt oftentimes lent a hand to the girls and talked with them to get to know them better and to encourage them.

"Not a lot of girls could stand up to Elise in battle. She is my most powerful ally, after all." Lorelei told the two, "And so far, your powers are the only ones she actively tries to evade. That should say something."

Lorelei left after two weeks, but Audrey and Ligaya were not sad. They saw more of their fellow Aspirants during the Witch hunts and grew closer to them. At the dinner hall of the Gumamela Building, they would listen to and share with the Aspirants the stories of their battles. They all became good friends. More than ever, Audrey and Ligaya felt that the Manila Branch was their home.

Then, in a sunny afternoon in July of 1943, their first and closest friend would arrive.

"Ah, the Philippines." A Ukrainian girl starched her arms out wide, savoring the breeze from the rooftop of the Gumamela Building. "How I've missed the warm weather!"

"Staying up in Russia during the winter will probably do that to you." Audrey gladly handed the Ukrainian a tin of cigars she had rolled up in her free time, "Welcome back to Manila."

"And I'm glad to be here!" Serafina gave a long, long sigh of relief. She took a cigar and let Audrey light it for her – she puffed on it rather appreciatively. "The moment I got back to travelling, I made sure Manila was my first destination! Elise's been working you two like horses, I heard, with this counteroffensive and all."

"Yeah." Audrey agreed. She took a cigar for herself too and lit it. "Ligaya and I have been training and training and hunting Witch after Witch after Witch… gosh, we were on the roster of _every_ Witch hunt the Manila Branch had for the past few months!"

"Ungh… don't remind me Audrey…" Ligaya groaned. She opened up a can of orange juice Serafina had given her from her inventory. "As much as I like hunting Witches with our friends, my feet hurt from all the running around town we have had to do."

"It's only natural, I guess." Serafina exhaled and watched the smoke dissipate before her eyes. "Lady Lorelei's eyeing you two to become honorary Carissimas. That disciplinarian Elise probably thinks you two have to earn that title."

"Actually, that IS exactly what she thinks." Audrey laughed heartily. "Speaking of Carissimas, you're an honorary Carissima already, right?"

"I am." Serafina grinned. "Don't call me one though – I don't think I'll ever get used to the title."

"Congratulations, Serafina!" Ligaya cheered, absolutely delighted, "You were a hero to the girls of the Stalingrad branch. You were so brave!"

Serafina's eyes lowered.

"I don't know if I would call it brave, comrades…" Serafina spoke softly. "I might even call my actions cruel."

Serafina puffed again then started walking around the rooftop, re-imagining the scene of the devastated city of Stalingrad.

"A lot of girls died trying to do their duty as Puella Magi in Stalingrad. The shelling had razed the Romashka Building, our Stalingrad branch building, and the Carissima and her zealots died in the wreckage. The Aspirants were led to fend for themselves and were in disarray. Both the Germans and the Soviets open-fired on the girls on their way to the Witch's barriers, thinking they were the enemy or deserters…"

Serafina then stopped walking.

"What troubled me the most was the sudden attack of Puella Magi against our girls – they're the killers everyone's been talking about. They struck at the remnants of the Stalingrad girls like vultures."

"I don't get it – why do they do such a thing?" Audrey folded her arms, ashes falling from the tip of her cigar. "Isn't Salvae here to protect the welfare of Puella Magi? They should just join if they want food or shelter."

"You tell me, comrade. I have no clue." Serafina sighed, shaking her head. "The organization does exist for the welfare of Puella Magi, but you can't shake hands with a closed first… that's why I had to fight them.

Eight of the killers died by my hand… Lady Lorelei promoted me to Carissima and said I have done Salvae a great service… but I'm not wholly proud of it."

Serafina then shook her head.

"Oh, what am I saying… you girls only got free time now to welcome me back." Serafina forced a smile. "We should be having fun!"

As she said this, she spotted a formation of six aspirants led by a Zealot walking through the streets of Manila. They seemed to be headed south towards Cavite."

"Looks like a Witch hunt." Audrey said. She and Ligaya joined Serafina to look over the railings. "Sending seven girls is kinda overkill, don't you think?"

"You can never be sure – Witches are curious creatures." Serafina hummed, "If you want to kill it with fire, bring a lot of fire – that's what I say."

The Ukrainian girl then grinned.

"I know how we can have fun. Why don't we watch them fight today? I'm sure it'll be a spectacular show."

"That's actually not a bad idea." Ligaya agreed. "We'll even get to introduce you to some of our friends – a lot of them are in that hunting party. Are you with us, Audrey?"

"Sure thing." Audrey smiled, "It's not every day that we get to watch the other girls fight, after all."

* * *

**Second Interlude**

A chessboard was set up in Elise's room, populated with pieces distributed in an unusual manner. A group of six white pawns marched in formation, led by a white bishop. There were no black pieces in play, all of them lying sideways in a wooden container. Elise sat on one end of the table while Kyuubey sat on the opposite end, the two of them studying the board carefully.

"Are you really okay with this, Carissima Lamarliere… sending these girls?"

"Would you suggest that I send more, then?" Elise asked, her tone calculating.

"That would depend on your intention, dear Carissima." Kyuubey countered, eyeing the bishop accompanying the pawns.

"You know very well what my intentions are, Incubator." Elise replied coolly, "I just need a little more time."

"A few more sacrifices, you mean?"

"Not sacrifices – maintenance."

"I see." Kyuubey sounded interested. "And what about the outsider? What if she shows up again?"

"I expect her to come, knowing her. After all she's done – she must be running out of steam. She would be playing right into my hands."

* * *

**Third Interlude**

"Help us!" An aspirant cried out through telepathy from within the Witch's barrier, "We're under attack – we aren't prepared for this!"

The Zealot who had accompanied the Aspirants to Cavite stood watch outside of the barrier. She clearly heard the Aspirants' distress calls, but she did not budge.

"We're trapped!" Another aspirant desperately called, "Where are you? We need help!"

Still, the Zealot held her ground, unmoved by the shrieks that grew eerily muffled. Then…

"I knew you'd come." The Zealot said.

A Japanese girl stood in the distance, her long black hair and her morning glory patterned kimono flying in a gentle breeze. The naginata in her hand reflected the sunlight and her eyes stared daggers the Zealot standing guard at the entrance of the barrier. The Zealot smirked then walked back slowly, disappearing into the barrier while facing the Japanese girl – challenging her.

Michi Hideyoshi was no fool. She had seen this scene so many times before, there was no need for explanation. She knew her enemies were prepared, but she did not have a choice. The lives of six innocent Puella Magi were on the line. With her naginata at the ready, she hopped into the barrier.

Her wooden slippers settled on barnacle-encrusted wood, runes carved unevenly in the planks. The smell of salt and blood mixed together, forcibly filling her lungs. A sprawling fishing village of nipa and wood stood over an orange ocean but warped together, forming an odd, towering spiral of houses that climbed up to the sky.

Six scaly hands held splintered fishing rods with strings of hair tied into rope to form the lines. Rusty hooks hung from the lines and swung around as the six Aspirants were caught up in them, struggling to get free. Some hung by their clothes, while the others had hooks dug into their limbs. The Witch, a large, hungry-looking fisherwoman with a crocodile-like jaw sat atop the spiral, opened up her large mouth and leisurely shook her fishing rods.

An Aspirant slipped out and came tumbling down, bits of flesh and blood flying out as the rusty hook ripped through her back. She fell straight into the sharp spiky jaw of the Witch with a sickening splatter.

Michi did not flinch. She wanted to help the girls hanging from the lines, but she knew could do no more than watch. Standing between her and the spiral from which the fisherwoman Witch sat were not minions, but Puella Magi in their magical forms. There were twelve of them, each and every one of them wearing black shawls. The Zealot Michi had chased into the barrier turned around and mocked Michi with a smirk, putting on a black shawl of her own.

"I applaud your efforts, Japanese." The Zealot said, summoning a fan of playing cards to appear in her hand. "However, this is the… end of the line, for you. The odds are stacked against you."

The Zealot and the girls in black shawls laughed , but Michi said nothing. She just held on to her naginata and kept a defensive stance. She watched the thirteen girls in front of her with sharp eyes, looking constantly for even the slightest opening in their lines. Then, there were footsteps behind her.

Michi watched the reflection in her naginata and saw seven more Puella magi with black shawls She was surrounded.

"Odds are just odds – probabilities." Michi said calmly, "Your empty threats do not scare me."

"Then how about a little action?" The Zealot pointed at Michi and two of the Puella Magi at her side charged forward. One of them wielded Arnis sticks and the other had a _kampilan_ sword. Both of them came at Michi.

This was the opening Michi had hoped for. She dashed forward to meet her assailants.

With a quick backhand slash, she broke on of the arnis sticks of the first girl then jabbed the sword-woman in the face with the butt of her naginata, making her flinch. The Zealot then tossed her cards like daggers towards Michi, trying to take advantage of the confusion. The Japanese girl reacted quickly, pulling the staggered sword-woman into the path of the cards which struck her viciously.

Michi took a back step then lunged forward, thrusting her naginata through the chest of the arnis girl. She pulled out the bloody blade easily then swung at the swod-woman next. Both Puella Magi fell, their magical attired disappearing in flashes of light. The Zealot was not pleased.

"What the hell are you waiting for?" She cried to the girls with black shawls, "Go get her!"

The other Puella Magi promptly jumped in to fight Michi, closing in on her in all directions. All the while the fisherwoman Witch tugged at her fishing rods and ate. The battle cries of the Puella Magi that surrounded her mixed in with the hysterical screams of the Aspirants. Michi closed her eyes and blocked out the noise, taking a deep breath as she gathered her inner strength.

"I will not falter." Michi said, a flurry of cherry blossom petals flying around her. Her eyes widened and her grip on her naginata grew tight. "You will pay for your crimes!"

The cherry blossoms burst forth at her assailants like daggers and pushed the bulk of them away. Three more Puella Magi fell to the barnacled floor, lacerated with many small knife marks and their Soul Gems shattered. The rest of the girls nursed varying degrees injuries, but still rose up after Michi's powerful ability, ready to fight. The battle, however, was still far from over.

Michi's steeled stance slowly grew frail as cherry blossoms fluttered to the ground. The turquoise blue gem of her hairpin grew dark. She reached for her purse and pulled out a Grief Seed – her very last one. She cleansed her Soul Gem then threw away the seed. The Zealot saw this and taunted the Japanese girl.

"Oh, and what's this?" The Zealot wiped the blood that dripped from her cheeks, "Your magic has limits too. Just give up! You will not last this fight."

The Japanese girl stood upright then pulled out an Arisaka rifle she had brought with her then stuck on its bayonet. Her other hand then rested on the Type 100 submachine gun that was holstered at her hip. The Zealot's brow crumpled.

"Fine then! This will be your final hour!"

* * *

**Act XXV – Casus Belli**

"We're here." Audrey said, resting a hand on her hip, "Sangley Point Naval Base… or what's left of it. Lots of good warships were docked here before."

"Now, it's a place where 'criminals' are executed." Serafina noted the mass of headless bodies littered at the sides of the military complex, large ditches dug for a mass grave. "It's the perfect place for a Witch to reside."

"L-let's go back…" A shaky Ligaya said, "I don't really like this place…"

"We came here to watch the girls fight a Witch." Audrey hummed, "In all honesty, with the seven of them, the battle would have ended a long while ago."

The American girl looked up to the sky – the sun was already starting to set.

"Do you think they got into trouble?" Ligaya asked. Her companions shrugged. "Give me a second, I'll try contacting them."

Ligaya held out her Soul Gem and faced the entrance of the barrier, trying to hail her fellow aspirants within.

"Regina…? Fatima…?"

No response.

"Yolanda? Mariana…? Nina…?"

Sweat dripped down Ligaya's brow. She gulped, then tried one last time.

"…Esperanza?"

"Ligaya!" The Aspirant Esperaza cried out, panic clear in her voice, "Umalis ka dito! Diyos ko po! (Get out of here! Oh my God!)"

"Anong nangyari, Esperanza? (What happened, Esperanza?)"

"Ipinagtaksil tayo, Ligaya! Ipinagtaksil! (We've been betrayed, Ligaya! Betrayed!)"

Esperanza shouted wildly, her worlds maddened and growing incomprehensible. Ligaya had heard enough.

"Something is going on in there." Ligaya urged her companions, "We have to check it out."

Puzzled, Audrey and Serafina followed the worried Ligaya. The three girls drew their Soul Gems and disappeared into the naval base, all of them holding their breaths. They appeared in the barrier of the fisherwoman Witch and were greeted by the most unpleasant sight – corpses.

A body floated out in the green waters, tendrils of crimson red spreading around it. The body drifted down underneath the wooden planks on which the three girls stood, coming from further down the barrier. Her wounds were familiar ones – large slash marks that gutted the girls' limbs. This time though, the girl had bullet wounds too and burn marks, as if she had been shot with a rifle point blank.

"Oh dear..." Serafina noted, seeing the odious piece of black cloth still wrapped around her shoulder, "Black shawls…"

Another body of a girl floated on down, a black shawl also on her shoulders.

"What's up with those shawls, Serafina?" Audrey asked

"The killers I faced in Stalingrad…" Serafina wore a serious face, "They all wore black shawls like these – our girls ran into an ambush. We must hurry."

They looked up to see the fisherwoman Witch of the barrier cheering with a shrill voice. It bounced happily as blood dripped from her mouth, the leg of one of the aspirants sticking out of it, lifeless. The leg disappeared into the Witch's mouth with a loud slurp, then she spat out the bones, cleaned of all its flesh.

One last girl hung from the fishhooks – Esperanza. She hung from the fishing rod and squirmed in vain. She knew she was next. Then, a declarative shout rang through.

"ENOUGH!"

It was a familiar voice – the voice of one of Elise's most trusted Zealots. The sounds of struggle could be heard in the distance. She seemed to be in the middle of a fight. The three girls ran towards the voice, eager to rush in and help… but nothing could prepare them for what they saw.

Bodies were piled up around the Zealot who wore a proud grin, unmoved by the weeping of Esperanza hanging far at the end of the barrier. About ten or so Puella Magi stood in the Zealot's presence, wearing their black shawls and brandishing their weapons. They were not fighting against each other, but against a lone Japanese girl they surrounded.

Six different kinds of ropes and chains held the Japanese girl down, bent over with one hand tied to her back. Still, she held on to her Arisaka rifle with her last hand, trying her best to aim at the Zealot. The Zealot snickered then kicked the rifle out of the girl's hand. She then kneeled down and lowered her face to the stooped Michi and gloated. Audrey, Ligaya and Serafina took cover behind a wrecked house and listened.

"Indeed, you are as troublesome as we thought you would have been. You killed ten girls in this one encounter – how do you feel about that?"

Michi didn't reply, just glaring at the Zealot furiously.

"No. Not just ten girls." The Zealot laughed, conjuring up a Queen of Spades card "You also ambushed six Aspirants of Salvae, Terrae Magicae and tried to attack one of its Zealots! Yes... that's right. You have a lot of blood on your hands, Japanese."

The Zealot grunted and swiped her card on Michi's hand, slicing it. Michi winced in pain.

"We were starting to get worried, to tell you the truth." The Zealot then said, watching Michi's suffering with glee. "Keeping all of this a secret was getting troublesome. Girls were starting to get wind of our operations – asking where this girl went or how she died. Even now, the Magni Domina grows suspicious… Then you came along."

With a wave of her hand, the Zealot created a Queen of Clubs, folded it into a wedge then stabbed it into Michi's open wound. Michi shook violently, but was held in place by the ropes and chains.

"We are what we like to call 'Incognitas', the girls who work under the shadows – the hidden arm of Salvae. Our 'activities' have been going on well before you arrived, and all over the world – not just here in the Philippines. Lots of girls have... 'fallen victim' to our deeds. The usual 'she died fighting a Witch' didn't cut it anymore, you know? Now that you're here, we have a face to put on the wanted poster, so to speak – we have a convenient scapegoat. Or so we thought."

The Zealot summoned a handful of cards then fashioned them in the shape of an executioner's ax.

"While you run amok killing our girls, our losses have started to surpass our gains." The Zealot looked at her ax of cards as if admiring it. Grinning madly, the Zealot slowly raised up the ax. "Now it's time to liquidate our asset."

Suddenly, a whistling noise reached the Zealot's ears. Dozens of 'Toffee Apple' bombs came crashing down from the sky, striking at the Incognitas around the Zealot, throwing them off their feet. The Zealot turned to her side and saw three Puella Magi prepared for battle. Audrey had just replaced her mortars with a battery of 57mm guns and a pair of 75mm cannons she had just mastered. Serafina readied a rapier in one hand and a PPSh-41 submachine gun in the other. Then, Ligaya wielded her Peacemaker revolver as she walked steadily beside an M4 Sherman medium tank. Sweat dripped down the Zealot's brow.

"Well, I'll be damned."

Audrey and Ligaya shelled the Incognitas a second time and the invisible Serafina rushed forward to the unprepared Zealot and slashed at the ax to disarm her. The Ukrainian then set the edge of her blade against the Zealot's neck.

"Any last word, comrade?" Serafina asked

"I have no regrets." The Zealot said spitefully, "Do you?"

Serafina closed her eyes and tore the girl's throat with a quick slash. She spun around then followed through with a powerful stab, cutting straight through the Zealot's heart. The Zealot's Puella Magi attire disappeared. Audrey and Ligaya had finished fighting their opponents too – smoldering craters sitting where the Incongitas once stood.

The magical chains and ropes that had bound Michi disappeared and she fell face first to the floor, revealing the injuries she had sustained. Audrey Burnham squatted down beside Michi.

"Ligaya, Serafina – go save Esperanza." Audrey said, pointing to the Witch who now started to shake the last of her six fishing rods. "I'll support you from here."

Ligaya and Serafina nodded, running down the wooden path towards the Witch. The two girls disappeared in a veil of maroon light and a pair of P-40 Warhawks roared overhead and flying ahead of them.

Audrey then turned to the Japanese girl then turned her over on her back. She took Michi's injured hand then laid her own hand over it, bathing it in warm amber light. The wound began to seal, as did the other wounds on Michi's body. The Japanese girl's tired eyes met Audrey's and the American girl smiled.

"It's my thanks for what you did in Mariveles." Audrey said, "We have this hunt in the bag, don't worry."

As she spoke, Ligaya's Warhawks strafed the fisherwoman Witch with their many machine guns while Serafina handily cut off one of its arms with her blade. Once Michi's wounds had healed, Audrey stood up and spread her arms out wide. A large battery of 57mm and 75mm guns formed in front of her and fired in unison. The precise shells flew straight through the Witch and dealt the killing blow.

The barrier dissipated and the girls were once again in the ruins of Sangley Point, Cavite. The fishhook from which Esperanza hung disappeared too and Serafina caught the Aspirant in her arms. Audrey sighed in relief. She then handed Michi a Grief Seed.

"Now is not the time to feel relieved, American." Michi said, coughing a bit as she got back up to her feet, "This battle is not over yet."

"What do you mean?" Audrey sounded puzzled, "We defeated the Witch already. I know we weren't able to save everybody, but we kept the killers from killing Esperanza at the very least."

"These so-called 'killers' of yours aren't just plain butchers." Michi shook her head, watching as the blackness of her Soul Gem transferred to the Grief Seed. "Their modus operandi is more complex than that – and we have failed to stop them in this instance."

Michi tossed the Grief Seed away then pointed to where Ligaya and Serafina were. In an instant, the two girls were forced skyward by a strong force of energy emanating from Esperanza. Over the young Aspirant's body, a Witch was spreading her wings and a new barrier quickly started to replace the old one. Audrey's eyes went blank in shock.

"This is the true face of Salvae, Terrae Magicae." Michi said, drawing out her naginata "I want to put an end to it… and I'll need your help."

…

.

…

"Madoka…" Sayaka sighed, sinking into her chair, "You sure do have the weirdest dreams."

It was Tuesday morning in the Mitakihara Middle School. The sun was bright and the sky was a cheerful shade of blue.

"First, you said you saw Transfer Student fighting against a powerful Witch…" Sayaka continued, "Now, you've got this…"

Madoka's eyes lowered, remembering the scene of the realm of blank and white squares, the hail of chess pieces… and the three girls marching through it.

"I met with Mami yesterday, actually…" Madoka said, fidgeting in her chair "I wanted to talk to her about it too, but I couldn't. I can't just go to someone and say 'I dreamed about you last night'."

"Yeah, you shouldn't!" Sayaka suddenly burst into laughter, "Mami might think you're interested in her in 'that' way, haha!"

"Jeez…" Madoka pouted, "But really now… what do you think about this, Sayaka? I've been troubled by it for a while now… and you're the only one I could talk to about it…"

"You really probably shouldn't worry about this one, Madoka." Sayaka assured with a grin, "After all, it probably doesn't concern us."

Madoka didn't reply.

The classroom door then opened and the transfer student, Homura Akemi walked in. Madoka and Sayaka turned to her immediately. Homura had been quite content lately, maybe even bordering on warm… but today, she looked frigid. Her expression was guarded and her eyes leering. For the first time in a long while, she glared at the two girls and forced them to look away.

"Mami-san…" Madoka used her telepathy, searching for their upperclassman in the school. Madoka could not find her. Mami Tomoe did not go to class that day.

In the confines of her apartment, the golden haired girl embraced her knees with her back against the wall. Mami shivered uneasily as she held on to an empty paper bag and her flash drive card, sniffling, sobbing… crying. Then, she stopped.

Mami stood up, though wobbling slightly at first, but eventually getting up on her feet. Her face was now one filled with determination, but the air about her was sharply spiteful.

"I can stand on my own too, Homura – and I can prove it."

**To Be Continued**

* * *

**Episode 10 Preview**

"Kaname-san, Miki-san... would you go on another Witch hunt with me?"

"Sure thing, Mami-san. We'll go, right Sayaka?"

"Of course! I'll bring my bat, just like always."

"That's good to hear - I'll be waiting for you at the park tonight then."

"But Mami-san..."

"Yes, Kaname-san?"

"You haven't been inviting us to Witch hunts lately... why invite us now all of the sudden?"

"Well... I just felt like it... and,

I don't want to be alone."


	10. I Don't Want To Be Alone

It wasn't supposed to be like this.

Madoka Kaname was silent, her heart heavy… and awfully cold. The quiet shuffle of her feet resounded in an empty room. This was a room that had been so bright and warm… a room she looked forward to seeing. Now, it was filled with bitter memories.

An unfinished cup of tea sat cold on a coffee table. Madoka's tightly shut lips started to quiver.

Clamminess engulfed her from the tips of her fingers to her throat. She had been fighting back a sickness rising from her stomach. She felt so useless. Her hands were useless… and her words were useless, and empty. It disgusted her so.

If only she had fought, she thought. If only she had fought.

Tears started in her eyes, beads of water threatening to break loose. She couldn't stop them. Weak sobbing escaped her lips, followed by gasps… echoing in that empty room. Her face soured and her eyes stung. She buried her face in her hands and tears started dripping down to the polished wooden floor.

She felt so sick there in that apartment. Her head started to spin and her legs gave way, forcing her to sway sideways. Her hands flew from her face in a quick jerk, desperately groping for support – any support. They found the wall, but her weak arms grew numb and could not hold her. She stumbled backwards and fell on the floor.

The wall started to shimmer, awakened by Madoka's touch. The Mercator map of Mami Tomoe appeared on the wall, still focused on Mitakihara City. Madoka shuffled away from the wall, shocked at first but growing ever curious. She saw the entire town shaded in red, with two dots standing guard at the riverside – one yellow and one purple.

"Mami-san…"

Madoka's hand was shaky, but she reached for the screen a second time as if trying to grasp the two dots. Her hand reached the screen and a window blocked her. 'Password Required' it read. Madoka exhaled. Then, she turned away.

"Why didn't the two of you…"

A sniffle stopped her voice, gagging her. Madoka couldn't stand being in that apartment any longer. She gathered her strength and walked out of the room. Then, she closed the door behind her for the very last time.

Bathed in the afternoon sun, she walked away from the door with her head hanging low. Every step she took rang in her ears. Every flight of stairs downward felt like an eternity. The blinding afternoon light gave her no heat. The sliding glass doors of the apartment complex parted for her and she stepped out, deep in thought.

"Homura-chan… what are you doing here?"

"I…"

Homura was caught off guard. Madoka caught her momentary panic and Homura knew.

"You're putting too much blame on yourself, Madoka Kaname." Homura feinted, her voice as toneless as ever. "No one can blame you for anything."

The transfer student then looked at Madoka in the eye.

"I won't allow someone like that to exist."

Madoka's stance softened. She turned away from her classmate – Homura had succeeded.

"It seems you have accepted my advice."

Madoka looked puzzled for a moment, but she knew what advice Homura talked about. She managed a small nod. The transfer student, satisfied, turned around and made to depart. Madoka didn't know why but she followed the retreating Homura into the sunset. There were way too many questions in her heart – questions she wanted to ask Homura. However, she never seemed to have the strength to ask them…

"If… if only I had listened to you earlier."

"It wouldn't have changed the fate of Mami Tomoe." Homura's voice was unusually detached – detached yet almost tender. Madoka watched Homura's back, feeling her heart pound against her chest. "But… you were able to change your own fate. I'm glad I was able to save another life."

Madoka clenched her fists. She could feel the tears building up in her eyes again.

"In Mami's apartment… I saw a map focused on Mitakihara."

Homura stopped mid-step, forcing Madoka to stop as well.

"You and Mami-san were working together, weren't you?" Madoka continued, her emotions gaining momentum, "You were planning to fight Walpurgisnacht together, weren't you?"

"I won't deny that." Homura said plainly. "But frankly, she was starting to get in my way."

"How can you say that about a friend?" Madoka whimpered.

"Mami Tomoe is not my friend… I merely humored her – tolerated her… and after what you saw, I believe I was no friend in her eyes either."

Madoka was silenced. She couldn't argue with Homura anymore.

"What's going to happen now, then?" Madoka asked, her heart still confused, "What about… the work you've been doing with Mami-san?"

"What about it?"

"Will you be fine alone?"

"Solitude is nothing new to me." Homura turned around again, "I will manage."

The transfer student then started to walk again. Madoka's fists started to shake. This time, Madoka couldn't follow her anymore.

"Your defending of her must make Mami Tomoe happy." Homura said, not bothering to turn back, "You're a kind person, Madoka, but remember this – kindness can only bring you further grief."

…

"I didn't think you'd return, after what happened yesterday."

A little white creature wagged his tail as he stretched from his perch atop a sofa in the white expanse of Homura's apartment. His round, red eyes fell on the doorway. Homura, still dressed in her school uniform, watched the creature with a guarded glare. She stepped through the threshold and paid Kyuubey no particular attention. The creature tilted his head a little.

"Do you not feel shock? Regret? Or… what do you humans call it… guilt?"

"No. I do not."

"Even after what happened?"

"It was inevitable – and I have lost nothing important. She chose her path and I chose mine."

"I see. This is an interesting development." Kyuubey blinked, "You're starting to see the light."

"What…?"

"You wish to continue our tale, do you not?" Kyuubey yawned, "That is all you desire."

"Get on with it, then."

…

.

...

* * *

 

**Act XXVI - The Burden of Truth**

Night fell over the ruins of Sangley Point, Cavite as stars sparkled in the dark blue sky. Clouds of grey rolled in from over the nearby Manila Bay heralded by the rumbling of thunder.

"Rain." Michi Hideyoshi said with her eyes turned skywards. "How appropriate."

Raindrops started to fall from the heavens, caressing Michi's bloodied face. Audrey, Ligaya and Serafina stood beside her, all of them still wearing their Puella Magi attire which were torn, ripped and stained in blood and soot. The bodies of twenty girls, maimed, burned and dismembered were strewn awkwardly around them, black shawls still hanging over their shoulders. Then, there were two Grief Seeds that stuck out from the ground beside a lifeless Aspirant whose open eyes were blank.

"Esperanza…" Ligaya hobbled forward weakly towards the seeds and her dead friend. She knelt then groveled before the seeds, closing her friend's eyes. "It can't be…"

Lightning illuminated the base, casting eerie shadows over the field of corpses. The rain picked up in strength. Blood and dirt started to wash off the girls' faces and off the corpses.

"Comrade Hideyoshi…" Serafina began slowly, her arms folding as she looked over the carnage. "What you said earlier… this is…?"

"Yes." Michi closed her eyes, listening to the pitter-patter of rain. "This is the fate of Puella Magi. We either die in battle… or succumb to despair and become Witches."

"Either way we're doomed." Audrey turned to Michi, her ranger's hat casting a shadow over her eyes. "Is that what you're trying to say, Jap?"

"That would depend on you, American." Michi's voice rang clear against the rain. "What do you think of the state we are all in? Have we been blessed, or have we been cursed?"

"With fates like this, how can you call it anything but a curse?" Audrey demanded to know. "Kyuubey never told us a thing! We… we sold our souls to the devil!"

Ligaya couldn't say a word, her tears mixing in with the rain.

"I fear that that is indeed the case." Michi agreed, "Every single Puella Magi in this world has been tricked and cursed, but we do not exist without reason."

The Japanese girl walked over to where Ligaya knelt. Ligaya watched as Michi picked up the two Grief Seeds on the ground.

"We still have our roles to play."

Michi pocketed the Grief Seeds then faced Audrey.

"Who else is there to fight the Witches? The nations of the world have armies raised and have fielded sophisticated weapons, but they cannot fight an enemy they do not see. They cannot fight an enemy they do not know of… will never know of. We Puella Magi have the duty to fight these Witches."

Michi then clenched her fist.

"This does not, however, justify Kyuubey's trickeries… or the atrocities of Salvae, Terrae Magicae. We must act - the sooner the better."

She turned her eyes skywards then heard strong, howling winds – harbinger of a coming typhoon.

"Come, we must take shelter. I know a cave we can hide in."

Michi led the girls to Parañaque, halfway between Cavite and Manila through increasingly torrential rains and howling winds. A small cave bored through the basalt innards of a small hill tucked in deep jungle greeted them.

The girls scampered on into the cave then returned to their normal forms. Their drenched costumes disappeared in flashes of light, replaced by their dry everyday clothing. Remains of a campfire could be seen at the center of the cave, ashes of an old flame piled up within.

Hidden behind a few rocks, firewood was neatly stacked along with boxes of matches and newspapers – newspapers barely a week old. The Japanese girl retrieved some wood and the oldest newspaper for tinder then set them in the campfire site. She lit the newspapers with a match, illuminating the face of an influential Filipino lawyer, whose name was clearly printed on the headlines.

" _The future President of the Second Philippine Republic – Jose P. Laurel_ "

The fire spread through the newspaper quickly and consumed the man's face, slowly igniting the firewood over it. Michi then asked her guests to take a seat around the growing fire. They obliged and sat together.

"I am sure you all have many questions." Michi said, taking a deep breath. She stood before the three girls, her shadow cast against the walls of the cave "Ask them as you please. I will answer to the best of my ability."

Audrey exhaled, breaking her silence since Sangley Point. She bit her lip then started asking the many questions that hounded her mind. Her tone was frenzied, aghast and dismayed. Serafina too joined her, voicing out her grievances and her concerns with a disillusioned voice. Michi answered the both of them, telling them everything she knew. All the while, Ligaya stayed silent, looking at the steel-cased Soul Gem she held in her hands in contemplation.

Before long, the cave fell silent. Audrey and Serafina had run out of questions. They had run out of complaints. Michi knew this and cleared her throat.

"The Incubators never meant to make any of this known to us." Michi leaned back against the walls of the cave, crushing her shadow behind her. "Many Puella Magi have died unaware of this truth. Many more are dying and continue to die, innocent. There was no way for them to know. Not from the Incubators… not from Salvae. Definitely not from Salvae."

The Japanese girl turned to the Ukrainian across the fireplace.

"In your tenure with this organization, has anybody told you anything?"

"I've been told many things… but not about the Witches, no." Serafina said, her eyes staring into the fire, "I've been told that our organization upholds the welfare of Puella Magi – that we Puella Magi were incorruptible and the models of society. How was I to know that we were rotten in the core?"

"The same's true for me and Ligaya." Audrey added, finding her tin of cigars. She took one out and lit it in the flickering fire. "All we knew about Witches was that they were the enemy. Nothing more, nothing less."

Audrey then offered her tin to Serafina. She weakly refused.

"I see." Michi peeled herself off from the cave walls. "And I assume they accept any and every Puella Magi they come across into the organization?"

"Not only that." Serafina shook her head, "They encouraged them to join – even those who have only been involved."

Serafina turned to the Filipina seated beside Audrey and sighed.

"Comrade de la Cruz is a point in case."

Ligaya heard her name and frowned bitterly.

"This isn't what dad would have wanted for me."

"It's okay…" Audrey held Ligaya close to her to comfort her, "We're all on the same boat here. We've been played for fools… first, by that goddamned marshmallow. Now, Salvae."

Ligaya buried her face into Audrey tightly, sniffling and sobbing. Michi closed her eyes and shook her head.

"This is the reality we face." Michi said, feeling the Grief Seeds clink together in her pocket, "It cannot be ignored any longer."

The Japanese girl stepped forward, catching the attention of the three girls, snapping them from their somber silence. Michi continued.

"Every day, girls are tricked into becoming Puella Magi. Every day, these new Puella Magi are blinded by Salvae's lies. This must come to an end."

"I agree with you, comrade." Serafina finally said, "I totally agree with you, but… how will you end it?"

"Those who deserve to die will die by my blade." Michi said coldly, "There is no other way."

"You plan to kill them all?" Audrey asked, her eyes narrowing.

"If it comes down to that, then yes." Michi turned to Serafina. "Tell me – how many Puella Magi will I have to fight? Hundreds?"

"Thousands." Serafina corrected, "Maybe tens of thousands…"

Michi gritted her teeth – she had greatly underestimated Salvae's size.

"Not all of them will fight." Ligaya suddenly said, "Not every girl in Salvae's ranks are bad people… tell them the truth, and maybe they will listen to us."

The Filipina managed a tearful smile.

"I mean… look at me, Audrey and Serafina. There are many girls who will want to fight for their lives back – I can feel it in my heart."

"Fight for our lives back…?" Audrey mumbled to herself. Then, she too couldn't help but smile. It sounded like something her late father Nicanor would say to his troops. It gave the American a little bit of courage. "Ligaya's right. Our souls have been turned into rocks, but we still have hearts. Girls will still listen, as long as we're sincere."

"And what if Salvae starts to take up arms against us?" Serafina asked, her tone still cautious.

"They never will have the chance to do so." Michi replied with a reassuring voice, "By the time they do… and if ever they do, the bulk of Salvae's armies will be fighting on our side. We will then be able to pick out the perpetrators, one by one."

"You know, the great poet-comrade Tolstoy once said – 'we lost because we said we lost.'" Serafina managed a tiny smile, "Moping around and whining isn't going to help anyone – count me in."

"That's good to know." Michi said. Then, for the first time, the Japanese girl gave a small, shy smile. "I'm glad to have you here with me."

The rain and the winds outside the cave finally started to calm down – the storm had passed. Michi found a bucket filled with sand nearby and poured its contents over the campfire, killing the flame…

"The fates of countless Puella Magi are resting on our shoulders." Michi said, setting the bucket aside, "Let's give them the justice… no, the lives they deserve."

* * *

**First Interlude**

Elise de Lamarliere looked out the window of her room in the Gumamela Building, watching the moon peek out from behind the distant clouds. Serafina Larivenko stood behind her. The Ukrainian girl's face was straight and her lips moved, talking about what had happened in Cavite. Seafina spoke clearly, but Elise barely heard a word she said. Her mind was somewhere else.

"This isn't the best news, comrade, I know." Serafina then said, folding her arms, "But you understand the situation more than anyone else – it's your branch that's under attack."

Elise didn't reply, so Serafina continued.

"Might I suggest an order for new weapons for Manila? Those killers are more _organized_ than I first thought."

"You don't have to make my decisions for me." Elise suddenly silenced her guest, turning around to face her. "I know what I have to do."

"Fair enough." Serafina groaned.

"I will make an announcement tomorrow at breakfast." Elise continued, "Then I will hold a small remembrance service for the girls we lost."

"Please do." Serafina spoke again, "The girls of this branch would appreciate that. They deserve to know the truth, after all."

As Serafina spoke these words, Elise's eyes met with hers to search for even the slightest hint of discomfort. Serafina stayed calm under the steel glare and stared right back at Elise. The French girl saw nothing.

"I'll take my leave then." Serafina prepared to leave.

"Wait a minute."

Serafina stopped and turned around to face Elise, wondering why she was halted. Her left hand gently stroked on the stock of the PPSh-41 submachine gun that hung from her shoulders.

"About the killers you encountered in Cavite earlier today... how many were there?"

"Twenty – and one of them was especially strong." Serafina said plainly, "A girl in a blue kimono."

Elise's eyes widened. The description sounded familiar to her.

"You, Ms. Burnham and Bb. De la Cruz killed her too?"

"We did what we had to do, Elise."

Once again, there was silence. Elise's composure quickly returned.

"Thank you for your report, Serafina. And please extend my thanks to Ms. Burnham and Bb. de la Cruz. You three have gone over and beyond the call of duty today." Elise turned back to the window, "Now if you'll excuse me, I need some time to think. This loss weighs heavily on a Carissima's heart."

Serafina silently snorted. Somehow, she felt as if Elise felt no remorse at all.

She showed herself out of the room then closed the door gently behind her, leaving the Carissima alone to stare at the moonlight. Finally out of earshot, Serafina sighed in relief.

"How did it go?" Audrey asked with a whisper. She and Ligaya had been waiting for Serafina at the doorway of the Carissima's room. The two of them watched her with great anticipation.

"She bought our 'story'." Serafina said, pulling the two girls with her away from Elise's door, "Now, we can proceed with our plan."

* * *

**Act XXVII - Pax Mortis**

Breakfast at the Gumamela Building the next morning was a somber ordeal.

That morning, Elise told the girls in the dining hall about what happened in Cavite and the girls listened with heavy hearts. Her announcement was faithful to Serafina's falsified report from the night before. False as the report may have been, it still bore fragments of truth – girls from the Manila Branch were attacked and were killed. It didn't matter who truly did the killing, or why. Those details wouldn't bring the dead back to life.

Curtains were drawn over the large windows of the dining hall and candles were lit for an impromptu ceremony. Audrey, Ligaya, Serafina and all the other girls each held on to a candle and shared a moment of silence. Some girls wept while the others whispered prayers to the Christian God or to Allah. The rest simply tried to remember their meetings with the deceased, moments they now held close in their hearts.

The girls then blew their candles and the curtains were parted, letting sunlight fill the room once more. Everyday life in the Gumamela Building resumed.

Audrey patted Ligaya and Serafina's shoulders then led them to their usual table. At that table sat the circle of Aspirants Audrey and Ligaya had befriended during their training. They were all still saddened from the morning ceremony, but still managed to welcome the girls warmly. The three girls sat and were served their breakfast – steamed rice with fried bangus milkfish, kangkong water spinach and pickled carrot and turnips called atchara.

Everyone dug into their food, though not as enthusiastically as they normally would.

As the girls ate, Kyuubey strolled through the room and towards the table of Carissima Elise. Serafina watched the creature wag its tail as it walked and the smile it never seemed to discard. Bitter feelings welled up inside her. The nonchalance of the creature made the Ukrainian want to scream and rage.

"Serafina." Audrey shook her head, "Not here."

"I know..." Serafina groaned. The creature passed her by unscathed.

Kyuubey stopped before the Carissima's table and drew Elise's attention. There was a silent exchange between them. Moments later, the Carissima stood up and prepared to leave. Two Zealots, her old bodyguard and a new one, accompanied her to the door while Kyuubey followed them. They disappeared into the threshold and the dining room doors closed behind them.

"Hey guys – can you meet us later at the Maultiers' warehouse?" Audrey leaned on the table, facing the Aspirants they sat with, "There's something we need to talk about."

The young Aspirants looked at each other for a moment then nodded. Once everyone had finished their meals, Audrey, Serafina and Ligaya led the Aspirants to the warehouse.

"Halt." A voice stopped the large group in the hallway to the warehouse. A Zealot sat at the guard post watching the warehouse's door and looked at the girls with a raised brow, "What is your business here?"

"These girls wanted me to issue them some new guns." Serafina spoke confidently, "Comrades Audrey and Ligaya are here to help me."

"You aren't a Maultier anymore, Carissima Serafina." The Zealot argued, panicking a little in the presence of her new superior. "Please leave that duty to the Maultier for the month."

"But I'm still a Puella Magi who wants to help the others in any way I can." Serafina argued back, "I'll give you the transaction transcripts myself afterwards if that's what you're worried about."

The Zealot scratched her face then gave a defeated sigh. She took out the logbook then gestured to the door and let them pass.

"You have thirty minutes, Carissima Serafina." The Zealot said as she scribbled down the names of the girls, "Carissima Elise doesn't want people staying in the warehouse for too long."

"Let's not waste any more time, then." Serafina ushered the girls to the door and opened it for them. "Come on."

Thirty minutes was more than enough time. The girls stepped into the warehouse and Serafina locked the door behind them. She pulled up some empty crates for the girls to sit on then took out her Soul Gem. With a wave of her hand, maroon light filled the room and covered the walls, doors and windows which shimmered for a moment.

"Great." Serafina brought her hands together with a pleasant smile, "Now, let's get down to business."

Audrey, Ligaya and Serafina then told the group of Aspirants what really happened in Cavite - about the Witches and about the killers. The Aspirants weren't any more receptive than the three were when they first learned the truth, but they too were eventually convinced. All the while, the Zealot guarding the warehouse tried to listen in from behind the door. She could hear nothing. She just shrugged and returned to her post.

Minutes later, the warehouse door opened again and the Aspirants walked out with new M1 Garand rifles and Thompson submachine guns in tow. Serafina and her assistants walked out too, giving the Zealot a receipt that accounted for the newly issued guns. The Zealot never suspected a thing.

Audrey, Serafina, Ligaya and their closest friends wasted no time and started talking to the girls of the branch. They spoke to those who lent an ear and to those with open minds – to those who can keep their lips sealed and those brave enough to even think about defying Elise and her loyal Puella Magi. Sadly, there were not many girls who fit these descriptions.

Ligaya was right. The aspirants of the Manila branch would listen to the truth. She did not anticipate, however, how the girls responded to this truth.

'Salvae has provided for us all these years. Where shall we go without it?'

'Carissima Elise is a powerful Puella Magi – you've seen her fight, haven't you Ligaya, Audrey?'

'That Elise has the local Japanese government in her pockets! You'll have the kempeitai watching your every move too!'

'Are you even sure you guys are thinking straight? Puella Magi become Witches? Really?'

'If we start trouble here, the other branches are going to send their armies to stomp us out!'

There were many reasons why they refused to join. However, one thing was clear – they were afraid. For the sake of Audrey, Ligaya and Serafina, the girls who refused promised to never speak to anyone else about what they were planning to do. In return, they wanted nothing to do with the plan.

Only a handful of brave souls agreed to fight Salvae when the time comes. The rest wished to keep living in their delusion of peace.

* * *

" _This is the hour of fulfillment of the supreme aspiration of our people for centuries. It is but fitting that we... dedicate a prayer of thanksgiving to those who paid the full price of blood and treasure for the freedom which we have now achieved. Rest at long last in your hallowed graves, immortal heroes of the Filipino race! The long night of vigil is ended. You have not died in vain. The spirit of Mactan, of Balintawak, of Bagumbayan, of Malolos, and of Bataan lives again_!"

Inaugural Speech of Jose P. Laurel – October 14, 1943

* * *

**Act XXVIII -** **A Change In Plan**

The walled city-district of Intramuros was always an awe-inspiring sight for Serafina. Its tall walls of sturdy black stone that towered many feet above her, the large wooden gates of the entrances guarded the broad entrances and the impressions of the royal seals of Spain brought a smile to her face. As beautiful as the more modern districts of Manila were, Serafina honestly thought that Intramuros was the icing on the cake. To her, Intramuros was the heart of Manila. Many people to this day would agree.

Serafina walked by the walled city pushing a small cart covered in cloth. The cart was filled to the brim and its contents poked out from underneath the cloth. There were a lot of people out on the streets of Manila that day, and anyone who saw Serafina and her cart would have been suspicious of what was inside. The small veil of illusion magic that surrounded Serafina, however, spared her from those suspicious eyes and she walked on calmly, appreciating the walls she had always loved.

She found her way to the entrance to the military compound called Fort Santiago and simply strolled in, unnoticed by the Japanese sentries posted at the gates. Once she was through the gates, Serafina turned left and walked along a cobblestone path alongside the inner walls. Her cart rattled as she pushed it through the cobblestone and she struggled to keep its contents from spilling over. After a minute or so, she reached an old section of the wall hidden in the shadow of Fort Santiago's large Officers' Quarters.

The wall section seemed to have gone under renovation a few years in the past, but the renovation was never finished – halted, perhaps, when the Japanese attack started years ago. Large shrubs that had been cleared for the renovation were starting to grow again and cover the unfinished wall, so the Japanese soldiers never found it. It made Serafina smirk.

"You hide in the most peculiar places, comrade Hideyoshi." Serafina whispered to the shrub. "I came here with some goods."

The sound of stone being pushed aside reached Serafina's ears, followed by a small grunt. The shrub that covered the wall parted to the sides and Michi Hideyoshi walked out to meet her guest.

"You're early, Serafina." Michi then spoke, inviting Serafina into her hideout, "Please just leave the weapons here like always."

"Alright." Serafina scanned the area for Japanese troops then traced a circle in the air with her finger. Maroon light surrounded the area for a moment before dissipating quietly. She then started unloading the guns and the boxes of ammunition into a corner of Michi's hideout.

"I can help out if you want." Michi said, pointing to the still stuffed cart. Serafina smiled.

"I'd appreciate that, thanks."

Michi then started picking up the rifles and stacked them neatly beside the ammunition. Together, the girls unloaded the cart quickly. Once they were done, Serafina waved her hand and the sphere of magic she had drawn was dispelled.

"Thank you for coming out here to deliver these." Michi gave Serafina a low bow. "I'll be relying on your help as always."

The Japanese girl then straightened her back. "I hope the recruitment is going well. We will be ready to strike soon, will we not?"

Michi's words left a sour taste in Serafina's mouth.

"About that, comrade… I was hoping we could talk about that plan of ours."

Michi's mild excitement faded in an instant. She could tell from Serafina's voice that something was amiss. Serafina wanted to say something, but the sound of boots against stone rumbled in the distance making her brow crumple.

"We can't talk about this here." Serafina said, holding out her hand. "Comrades Audrey and Ligaya and our recruits are out in town – we should discuss these matters together."

The Japanese girl sighed then turned around to pull the stones back to cover the entrance. She then combed the shrubs inwards to cover the unfinished wall section. Serafina took Michi's hand and hid the both of them in her magic veil. The Japanese soldiers marched on by, not noticing the girls or the unfinished wall. The two girls then went on their way too, slipping out through the Fort Santiago gate masked in Serafina's magic.

Walking through the Manila crowds, Serafina and Michi were silent. Serafina's cart rattled and shook and its sounds filled their ears. Had they been alone, the girls would have started their discussion right there and then on the street. However, they were not alone. They were in the company of people who could not see them and would never understand them. Then, there were those who would, perhaps, attack them if they were seen or heard together – Zealots out on patrol and military policemen of the kempeitai. Neither of them wanted to try their luck.

The girls reached the banks of the Pasig River then followed a road that ran alongside it. Keeping their silence, the girl followed the road until they found the Jones Bridge where there was a small, bustling palengke marketplace that was filled with people. Underneath the shade of the market stalls, Audrey and Ligaya were among them, along with seven other Aspirants.

The crowd finally started to thin and Serafina quietly dispelled her magic and the two girls approached. Audrey folded her arms as she puffed on a cigarette, as if amused to see the Japanese girl again. Ligaya, on the other hand, wore a bright smile. She was glad Michi was fine.

"Wait a second…" Michi held Serafina back mid-stride, "Is it really alright for us to all meet like this?"

"Don't be so uptight, Jap. The shopkeepers in this marketplace are all close acquaintances of mine from before the war." Audrey explained, casually resting her back against one of the stalls, "In this area, at least, we're sure the walls have no ears. We're safe here."

"I see." Michi felt an ounce of relief. Her eyes then turned to the Aspirants gathered there with them. "So these are the recruits."

The girls all nodded and introduced themselves to Michi with great respect. They all knew what this Japanese girl had done for them – they all wished they could have lent a hand sooner. However, they also knew that their numbers were far from spectacular.

"We did our best, Michi." Ligaya apologized a little weakly, "But a lot of the girls are afraid…"

"That, and Elise has been doing some PR with the new Second Philippine Republic and local military commanders." Audrey added, "The Japs are setting up guard posts in the streets near the Gumemela Building as we speak…"

"Are you sure you girls haven't been found out?" Michi quickly asked,

"If we were found out, Elise could have killed all of us in our sleep." Serafina argued, "There must be something else she's afraid of… but what?"

There was a moment of thoughtful silence, but no one could give an answer. Whatever it was that Elise was starting to fear, her defenses grew stronger by the minute. The girls had all planned a grand siege of the Gumamela Building and fighting the girls who were loyal to Elise and, of course, Elise herself. As the days passed, their chances of success thinned. To strike at and destroy the Manila Branch became more and more synonymous with suicide, let alone attacking the entire bulk of Salvae, Terrae Magicae.

"Which is why we need a change of plans." Audrey hummed confidently, breaking Michi's somber pondering.

"What do you mean?" Michi asked,

"There's still a way for us to bring this organization to its knees." Audrey said confidently, "All we need to do is strike at its head."

"You mean…"

"Our focus should be to eliminate Lorelei Sankt." Audrey continued, "The rest of Salvae will follow.

Have you ever seen a chicken beheaded? It'll run around in shock, flapping its wings and whatnot but to no avail. It'll eventually fall under its own weight and collapse. The same is true for Salve, I believe."

"And how exactly do you plan to eliminate her?"

The American then reached for a newspaper from a nearby stall and handed it to Michi.

"Lorelei Sankt is heading to Tokyo this November for the Greater East Asia Co-Prosperity Sphere or whatnot meeting with a delegation of German observers." Audrey explained, "Serafina said that Lorelei was looking for a girl to be her Japanese-English interpreter. Serafina then told Lorelei that she knew someone who fit the bill perfectly - you."

"Me?"

"Yes, you." Serafina nodded, "At this meeting, Lady Lorelei Sankt will be at her most vulnerable. Japan has no branch of Salvae, after all, so her security detail will be thin. It'll take days for reinforcements of any sort to come to her aid. Audrey, Ligaya and the girls here, meanwhile, will try to keep Elise in the dark. By the time she finds out, the deed is done."

"One more girl to kill, then." Michi looked at her small hands, still bearing scars from her old wounds. She closed her eyes and saw a field of dead villagers scattered in a vast rice paddy. Then, she saw an old Japanese house and a cherry blossom tree beside it set ablaze. She opened her eyes and clenched her fist. "I'll do it."

"No, we'll do it - together." Ligaya corrected, "We all have a stake in this after all – so does every single Puella Magi in our world today. Also… aren't we friends?"

"Friends…?"

"Yes, friends." Ligaya nodded. "You've been doing everything for the other Puella Magi on your own for the longest time… I'm really thankful and all of us are too!"

Audrey and Serafina nodded to Ligaya's words and the Aspirants with them all wore bright faces. The Japanese girl grew a little bit flushed.

"Michi, all of us here will be at your side wherever you go. No matter how far apart fate will bring us, we will always be together."

Ligaya then smiled,

"You will never be alone again."

**To Be Continued**

* * *

**Episode 11 Preview**

I can still remember it,

It was dream she and I had hoped to achieve.

To create a sanctuary for Puella Magi

In a world that doesn't know we exist.

To play chess against death itself.

I wonder if we can still win,

The game of kings and queens.

-Lorelei Sankt-

* * *

**Magia, Pacem, Bellum Terrarum**

**I Don't Want To Be Alone**

* * *

**Prologue**

Evening fog crawled through the stone promenade of Mitakihara Central Park. Moths fluttered around the light of the streetlamps and the large park fountain sprayed water skywards evenly, forming a thin veil of misty water. Mami Tomoe walked down the promenade with cautious steps. Then, she heard a voice come from behind her.

"Don't you understand? You're trying to get these ordinary people involved in this dangerous game."

Mami knew who it was. She was familiar with that voice – very familiar. Mami turned around and spoke.

"They were chosen by Kyuubey – they're already involved."

"You're starting to guide them to become Puella Magi again." Homura started to glare.

"Is there any particular reason for me not to?" Mami asked sharply, "Does it have something to do with what you've seen – what Kyuubey has shown you?"

"There are some things you do not need to know, Mami." Homura replied plainly, "This is for your own sake."

Homura's words struck at Mami like daggers, cutting into a wound that had yet to heal. Mami's fortitude started to falter as her heart ached.

"How can it be?" Mami was unsatisfied, shaking her head. She started to have trouble chaining words together. "How can it be for my sake when you're keeping me in the dark?"

"You don't understand..."

"How do you expect me to understand? I've been sharing with you everything I know. I've been planning the defense of Mitakihara with you. I've stopped bringing Kaname-san and Miki-san to Witch hunts because you asked me to..."

Mami then sniffed and her voice finally broke,

"I opened my door to you! I made tea for you! I baked pastries and cake for you... pastries and cake you never seemed to finish."

"The investigation takes precedence over snacks – so do the duties of Puella Magi."

"Is that so?" Mami had expected that sort of answer. "Then wouldn't it be helpful to have Kaname-san and Miki-san become Puella Magi?"

"No. They would cause problems." Homura countered. "Particularly, Madoka Kaname."

A spark of confidence flashed on Mami's face. She had found an opening.

"I see what this is all about. You've noticed her talent too, huh?"

"I absolutely can't let her make the contract." Homura spoke firmly at the mention of Madoka.

"But that decision is for her to make." Mami argued back, "If I have no right to influence her decision then neither do you, Homura."

Homura's face darkened. Mami smirked.

"I don't want to fight you…" Homura brushed her hand through her hair

"Then please try not to meet with me again." Mami gave her ultimatum. "Let tonight be the last time we speak to try and settle things."

The golden haired girl turned around and started to walk away, the curls of her hair bouncing on her shoulders. Homura watched Mami disappear into the fog and was unmoved by Mami's declaration. Mami, on the other hand, felt bitter in her stomach. Her own words seemed to hurt her more than she had wanted. She did not understand why.

The only one thing on Mami's mind after that night – she wanted to show Homura that she was strong. The very next day, she would have a chance to prove it.

A sleeping Witch started to manifest at the outer wall of the Mitakihara General Hospital. As the barrier was starting to form, Mami met Homura again. Mami remembered her ultimatum well and made sure to make good on her promise. She did not give Homura a chance to react.

Chains shot out from the floor and the ceiling and bound the unprepared Homura in mid-air. Madoka, who had accompanied Mami into the barrier, was shocked but she could only watch.

"Y-you fool! This isn't the time for this…!." Homura warned, struggling helplessly in Mami's chains. "This Witch is different from the previous ones

"Be a good girl and I'll release you when we get back." Mami said. She then turned to Madoka. "Let's go, Kaname-san."

"O-okay." Madoka hesitantly followed Mami.

" _Mami_ …" Homura suddenly called out to her through telepathy, _"Remember Mariveles… the Sungka Witch's_ -"

Mami did not listen to her. Instead, she chose to tighten Homura's chains to quiet her. She couldn't stand to hear Homura's voice any longer. Every moment she thought of Homura, her resolve grew weaker. She did not want to be weak. There were still people who needed her to be strong… Madoka looked up to her and so did Sayaka. She didn't want to let them down.

Mami transformed into her magical form and laid waste to the Witch's minions with barrages from her many rifles. Knowing that Madoka and Sayaka rooted for her made her body light and she fought to a happy rhythm - she felt like she could not be stopped. A small pink doll then appeared. It was the Witch of the barrier; Charlotte. Unimpressed, Mami just continued her assault and unloaded bullets into the doll. She then held onto one of her rifles tightly and it suddenly started to change shape. It became a field artillery piece aimed at a pink doll held in place by yellow ribbons. With a vigorous voice, she declared,

"Tiro Finale!"

Mami didn't need Homura anymore, she told herself. She could stand on her own and fight her own fights. She could make new friends and enjoy life on her own terms. Madoka and Sayaka was more company than she could have wished for – friends she never dreamed she would have. However, that bitter pain she felt still tugged at her heart.

"Mami!" Madoka suddenly cried, "Look out!"

Awakened from her daze, Mami's eyes shot upwards. The pink doll she had just shot regurgitated a large worm-like beast with crazed, colorful and hungry eyes and a large mouth. Its jaws were lined with ranks of sharp, sharp teeth. Cold sweat ran down Mami's brow and the yellow-haired girl froze where she stood.

In those few seconds she looked at the creature in the eye, time seemed to slow down and she came to a realization. Indeed, she was happy to have Madoka and Sayaka as her friends… but there was still a hole in her heart. She finally understood that bitter pain that had gnawed at her very soul.

They have had exchanged cold words in the past. The time they had spent together was short. However, a certain transfer student held a special place in Mami Tomoe's heart. Her only regret was not realizing this sooner.

" _Forgive me, Homura. We could have been… such great friends."_

A sharp pain tore through her neck. Then, there was darkness.

…


	11. The Game of Kings And Queens

  **Prologue**

Edificio Gumamela .

8, Escolta St. .

Binondo, Manila(1006) .

October 28, 1943 .

My dearest friend, Lorelei

_Guten Tag_! How goes your visit to San Francisco? The letters we exchange are few and far in between nowadays, as are your visits to Manila. I often find myself wondering how you are faring, especially when I do not get to see you face to face. You always tell me not to worry, but how can I not worry about you, _mon cher ami?_

In your last letter, you told me about the conference in Tokyo that you had planned to attend next. In all honesty, this Greater East Asia Co-Prosperity Sphere conference does not sit well with me. Nothing truly constructive comes out of these talk-shops. _Zum Beispel_ , see how the League of Nations failed only a few years ago! But it's precisely because of how much is achieved here that I believe that it is of utmost importance that you attend it for us.

I must, with great regret however, decline your invitation to accompany you. Matters in the Philippines require my close attention and I simply cannot leave them unattended. You'd think after a girl finally takes down the Dreadnaught Witch on her own, we could finally live in peace. But we both know how such a fantasy could be farther from the truth! Rest assured, though, that I have things here under control.

In my stead, why don't you take Ms. Serafina Larivenko to accompany you to the conference? Her records show her to be a capable fighter and she defeated a great number of the killers of Puella Magi we have declared war against – most notably, the infamous girl in the blue kimono. Therefore, she has sufficient credentials to accompany you. I have every right to believe that she will not let any harm befall you on your trip.

I truly do hope to hear from you soon. You had promised to tell me about your meeting, ' _mit die Herren Quezon und Washington!'_ I must say that I hadn't seen you so excited in weeks, and I expect to hear a delightful story in your next letter!

_Votre fidèle ami_

Elise de Lamarliere

* * *

  **Act XXIX – Promises and Bonds**

The morning sun started to rise in the East, casting its light onto the banks of the Pasig River. Michi Hideyoshi sat alone in the grassy riverbanks, underneath a mango tree laden with fruit. She sat there in pensive silence and let the sounds of the river fill her ears – the gushing of the water and the creaking of the boats moored nearby. It wouldn't be soon before long that idle times like these would become luxuries, and she knew. She wanted to enjoy every sunrise like it would be her last.

A gentle breeze blew through the riverbank and rustled the leaves of the mango tree. All of the sudden, a vague yet familiar sensation nibbled at the Japanese girl's heart. Michi suddenly frowned, looking at her reflection in the river with disdain.

Ever since she became a Puella Magi, a horrifying dream had tormented Michi in her sleep. She imagined herself drowning in water – cold, cold water. She struggled desperately and violently but could not reach the surface. She couldn't breathe.

Water filled her lungs and her body was overcome with excruciating pain. She wanted to die, but she could not die. All she could do was lament and wallow in helplessness and loneliness, hoping for someone to end her suffering... not that anyone cared about her, after all. Nobody would miss her when she was gone. She didn't have anything to live for. She would die alone.

Lately though, she started to wonder if that was still the case.

The shuffling sound of footsteps from behind her brought Michi back to the present and her heart started to beat to a lively tune. She turned around and saw them – Audrey, Ligaya and Serafina – walking towards her with a happy air about them. It wasn't often that Michi smiled, but seeing the three of them brought her much joy. Her thoughts of the cold water faded away to the back of her mind, replaced by blissful warmth.

That morning, Michi and Serafina would be travelling to Japan to accompany Lorelei Sankt to the Greater East Asia Co-Prosperity Sphere conference. Audrey and Ligaya came along to bid them farewell.

These three girls, and the few allies who have sworn to fight by their side, were her friends. As the cheerful Ligaya told her, she would never be alone again. Michi believed her wholeheartedly and welcomed the three with a smile.

"We still have some time before we leave..." Michi spoke, turning her head to the East, "Would you all mind watching the sunrise with me for a while?"

The three girls gladly obliged and sat with Michi at the riverbank, watching the majestic sunrise that flooded the city with warm light. The girls basked in the majesty of the river, the city that slowly awakened around them and each other's company. Sitting together there, they remembered that aside from the costumes they wore and the weapons they wielded, they were just regular girls who wanted to live peaceful lives.

"Peaceful lives we will have to fight for." Serafina reminded. The bell tower of the Manila Cathedral struck seven times and a flock of birds startled by the noise took to the sky, chaotically at first, but slowly coalescing into formation. "We still have to take down Salvae, Terrae Magicae."

The Ukrainian girl stood up and patted the grass from her skirt.

"It's almost time for comrade Hideyoshi and I to set sail." She said, turning to her companions, "I believe now would be a good time to tell you about the source of Salvae's strength – the Ritual of Soul Gem Binding.

She transformed her ring into a bright maroon Soul Gem that shimmered in the morning light. Audrey, Ligaya and Michi listened intently.

"Whenever a Puella Magi of Salvae is chosen for a promotion, she will take part in the Ritual of Soul Gem Binding. There, she reaffirms her allegiance to her superior and her superior vows to protect her new sister-in-magic. It's why Zealots are fiercely loyal to their Carissimas and vice versa."

"The same is true for Carissimas and the Magni Domina, then." Audrey hummed. Serafina nodded, then scratched her head and laughed dryly.

"Though, I may be a little bit of an exception in this case."

The Ukrainian girl cleared her throat then continued to speak.

"Anyways… after the exchange of oaths, the junior then offers her Soul Gem to her superior, and their gems are bound together by magic."

"What sort of magic?" Michi suddenly asked.

"Frankly, I don't have the faintest clue." Serafina shrugged, "All I know is that the binding is a sign of loyalty, and that the bond created there strengthens the gems of both the girls."

Serafina waved her hand and her magic filled the banks of the Pasig River. She then took out a Torakev pistol and shot at the sky. The gunshot was loud and rang in the girls' ears. However, no one in the surrounding area seemed to notice – not the civilians starting to fill the streets, not the Japanese military policemen patrolling the area. The growing Manila crowd never seemed to notice the young Ukrainian girl holding up a smoking pistol to the sky.

"Fighting against Salvae would mean fighting against Puella Magi who have undergone this ritual – Puella Magi with enhanced magic." Serafina dispelled her magic with a snap of her hand. "Zealots are particularly tough cookies, aren't they, comrade Hideyoshi?"

The Japanese girl nodded slightly, the battle at Sangley Point, Cavite still fresh in her mind.

"The Zealots are bound to Carissimas… and the Carissimas are bound to the Magni Domina." Serafina then continued, "With each level of binding, the upper echelons' powers are compounded multitude of times."

"Tch…" Audrey groaned, "That's why Elise fights so well…"

"Any Carissima with a significant number of Zealots bound to her would be exceptionally strong." Serafina confirmed, "Imagine just how powerful Lorelei Sankt would be."

Audrey and Ligaya suddenly shrank. They had trouble imagining someone more powerful than Elise.

"That's why we need to even out the playing field, comrades." Serafina concluded, "It's a gamble, but we have to eliminate Lorelei Sankt. This conference is the best chance we've got, and the odds are in our favor this time – 2-to-1!"

"That may be true… but Bb. Sankt did seem like a nice person." Ligaya heaved a disappointed sigh. She then clenched her fist and wore a heartened face, "We have to do what needs to be done… but please be merciful!"

She then looked at Michi and Serafina in the eyes, "Don't become the monsters we are hoping to defeat."

"I will dispense very ounce of mercy as is reasonable, Ligaya." Michi assured, "However, as it stands, all I can assure her is a swift death."

"Alright then."Serafina spoke out, walking over to one of the boats covered up in tarpaulin. She pulled out the cover to reveal a PT boat re-painted in the colors of the Imperial Japanese Navy. "It's time for us to go, comrade Hideyohi. We still have a schedule to follow, after all."

Michi nodded dutifully and the two girls hopped onto the PT boat. Serafina cast her magic over the boat then started the engine which stuttered and coughed before roaring to life. The girls then prepared to head out to the open seas. Serafina bid farewell to Audrey and Ligaya who waved as the boat started to move down the river, slowly disappearing into Serafina's veil of magic. Michi then called out to the two girls at the banks with a bright and cheerful voice,

"We shall see each other again, my friends!"

Serafina, Michi and the boat then disappeared in the veil.

* * *

**Act XXX – Visions of the Future and Ramen**

Serafina Larivenko's PT boat skimmed through the waves of the Philippine Sea, rising up and descending to the whims of the waters as day started to give way to night. Michi and Serafina stood at the front of the boat and watched the Japanese mainland come into view. Serafina lit up a small gas lamp and squinted as she tried to plot their course on a map with her compass pen. Michi's eyes, however, were focused and sharp.

She never thought she would ever return to the home islands.

" _Sign a contract with me, and become a Puella Magi!_ "

Those airy words resounded in her head. She clenched her fists and took a deep breath.

"We will be docking in Yokohama Port soon, comrade." Serafina said, folding her map and pocketing it. "Then, we'll travel to Tokyo by land."

"Why don't we just sail straight to Tokyo?" Michi asked, "That's where the conference will be held, right?"

"Well… I have a lot more accommodating contacts in Yokohama, for one." Serafina hummed, "Plus, Lady Lorelei is in Yokohama at the moment – she wanted to see that particular town before going to the conference."

"What exactly does she plan to do in Yokohama, perhaps?"

"Beats me."Serafina shrugged, "But Lady Lorelei has an eye for opportunity, especially in business. I'm sure something piqued her interest there."

"I see…" Michi folded her arms. "What about her security detail? How well guarded will she be?"

"She might have a few guards from the German delegation during the conference – but she won't have any Puella Magi with her… and hopefully no Incognitas either." Serafina spoke cheerfully, "When it comes to magic, we _**are**_ her security detail!"

"That's a lot of trust she's putting on you, Serafina." Michi noted, "And for Elise to just let you go in her stead…"

"Lady Lorelei's like that – she openly gives her trust… It's her strongest charm, and her biggest weakness."

As they spoke, the boat finally reached the port. Serafina shut off the engine and she and Michi moored the craft to the wharf while there was still light.

"So then, do we kill her the moment we see her?"

"Hmm… no, not immediately."Serafina shook her head, "The ideal time would be right before we go back to the Philippines – on the last day of the conference, maybe. If we make such a high-profile murder _**before**_ or _**during**_ the conference, it'll cause a commotion. Word will spread quickly and Elise might suddenly do something rash – comrades Audrey and Ligaya may get caught up in it."

Michi's heart was rattled by the thought of it.

"We don't want that." Michi's voice was firm.

"So the best time for us to strike is right after the conference ends, comrade. That will buy us the most time."

As she spoke, Serafina walked over to the back of her boat where a large crate sat. She pried it open and rummaged through its contents. After a while, she pulled out an M1911A1 pistol and fitted it handily with a silencer. She smiled and handed it to Michi who took the gun with a raised brow.

"There's one more thing I should ask you to do, comrade." Serafina said, fishing out packs of handgun clips from the crate. "The Salvae underground still thinks that 'the girl in the blue kimono' is dead. If ever anything comes up, avoid transforming into your magical form unless absolutely necessary."

Michi grunted silently, showing her dissatisfaction. "I understand…"

"Now let's get going!" Serafina prodded, closing the box and finding the tarpaulin to cover her boat. "Lady Lorelei will be at the central marketplace nearby!"

The girls hopped onto the wharf and covered the boat in tarpaulin as they set forth for the central Yokohama marketplace. Electrical streetlights flickered on around them and dockworkers moved around like bees to finish the rest of the day's work. Many of these dockworkers recognized Serafina and greeted her warmly.

Serafina talked rough, rudimentary Japanese, albeit with many mistakes, but conversed smoothly with the dockworkers as they passed. Michi, on the other hand, was constantly on guard. Michi pulled off her ring and pocketed it, keeping a hand near her holstered pistol and watching out for any glaring eyes. Though this was the country she was born in, she did not feel at home.

The central marketplace soon appeared before them, marked with paper lanterns and signs in many different languages –though the ones in English had been painted over or haphazardly removed. Many shops and stalls were spread out over the sprawl of streets and alleys and throngs of people moved about it. It didn't seem like a place that the head of an organization of Puella Magi or an honorary dignitary of Germany would visit for the sake of visiting. It made Michi wonder where they were going to start.

As Serafina fished through her pockets for the notes from her last telegraph from Lorelei, a loud slurp reached her ears followed by heavy gulping.

"Seconds please!" A voice cried out in German. Serafina shook her head and pointed it out to Michi.

"We found her."

Michi turned to where Serafina pointed and saw a typical ramen stall close to the riverside. 'Mitakihara River Ramen House', read its sign in Kanji. Under its room sat a handful of Japanese customers, dockworkers and shoppers alike and one unusual patron – a girl with short blonde hair and bright blue eyes. She happily ate bowl after bowl of ramen and downed pints of Sapporo beer like it was water. There was no mistaking it – it was Lorelei Sankt.

The Magni Domina then felt the presence of the two girls behind her and she turned around. Michi took a step back, ready to draw out her gun but stopped halfway. Upon seeing the two girls, Lorelei flashed them a bright smile.

"Ah, Serafina! I'm so glad you made it!" She set her chopsticks and beer glass aside and stood up to greet them. "I was supposed to meet you at the docks, but this noodle soup they serve here is something out of the ordinary – I couldn't help but eat!"

"It's called ramen." Michi then said, loosening the tension on her shooting hand but staying vigilant. "Most of the prefectures in Japan boast about its own variation of the dish. What you were having just now is Yokohama-style, pork broth, nori seaweed and hard-boiled egg."

"Is that so…?" Lorelei said, licking her lips to savor the flavor again, "Yes, it's a surprisingly delicious dish!"

Lorelei then blinked for a moment, then smiled.

"I don't think we have met before, dear." Lorelei said, smiling at Michi and extending her hand forward, "My name is Lorelei Sankt, but I go by Lorelei mostly."

"Michi Hideyoshi." Michi shook Lorelei's hand but watched the Magni Domina's movements carefully, readying herself to counter-attack at any given moment. There was no attack that she had to counter, though. It was just a simple handshake from a girl that was pleased to meet her.

"Your English is superb." Lorelei praised, "You must be the interpreter Serafina has told me about."

Michi gave a small nod of acknowledgement.

"Well then," Lorelei exhaled in relief and tapped at the seats beside her, "Come on and have a seat! You two must be hungry from your long travel – get whatever you want. It'll be my treat!"

Michi quickly turned to Serafina, as if asking for her opinion on the offer. The Ukrainian just shrugged and grinned.

"A little food wouldn't hurt!"

Serafina patted Michi's shoulder and brought her along to Lorelei's side. The ramen chef behind the stall faced the newcomers and took their orders. Serafina ordered a jug of sake and Yokohama-style ramen similar to Lorelei's but with generous helpings of spices. Michi, on the other hand, was content with just ramen and ordered a bowl of Sapporo-style noodles. Lorelei, intrigued by Michi's choice, paid the ramen chef a crumpled wad of German Reich-marks and turned to Michi with an air of curiosity about her.

"Sapporo-style, huh?" Lorelei hummed, very much intrigued.

"It's very similar to Yokohama-style ramen." Michi explained "The main difference is the soup base – we use miso instead of pork broth. It's well suited for the colder climate in Hokkaido."

"You seem to know a lot about Sapporo-style, Frau Hideyoshi." Lorelei said with intrigue.

"It's a long story." Michi quickly replied, a hint of finality hanging about her voice. Serafina knew that that was all Michi was willing to say right there and then.

"So then," The Ukrainian said, changing the subject, "What brings the Magni Domina here to Yokohama market?"

Lorelei smiled and seemed eager to answer.

"I'm looking forward to the future, Serafina my dear!" She spoke with an ambitious voice, "If I can talk to the right people during the conference this week, then I may finally be able to secure a permit for me to do business in Japan… and when I do, I'll set up shop right here in Yokohama!"

The Magni Domina placed her hands together and explained spiritedly.

"You see, I can see this town growing into a sprawling metropolis someday; Towers that put the Empire State Building in New York to shame will reach up to the sky, ports teeming with international trade in all four seasons of the year, large, ornate bridges that carry automobiles and pedestrians alike! There will be pristine schools and competent hospitals with free education and healthcare for all – and parks; parks… with fountains that are as amazing at night as they are in the day!"

Michi scratched the back of her head. She didn't know this Lorelei had such a vivid imagination – and optimism. Lorelei, enraptured by her own vision, continues to speak.

"While the land is still inexpensive, it would be a good idea to invest here. The seeds of our organization we sow today will grow along with this city and the Puella Magi who choose to live here will protect the town –and all of Japan! It will be wonderful – much like this ramen!"

Lorelei paused for a moment then folded her arms with a satisfied grin.

"'Mitakihara' doesn't sound like a bad name for a building, no? Or a city even!"

Lost as Michi was, she couldn't help but agree. 'Mitakihara' had a certain ring to it that she couldn't put into words. It was almost as if she remembered that name – but she forgot how she ever came across it.

"In any case…" Lorelei said, taking a deep breath to calm herself down, "I'm truly glad the two of you will be here with me this coming week – it truly means a lot to me."

The Magni Domina then pursed her lips a little. She had meant the words she said, but she still wished that Elise could have come along with her. Her hand then found its way into her coat pockets where a black king chess piece sat amongst loose change and identification documents. She felt the piece caress her hand, allowing herself to smile again.

"Alright then, dears!" Lorelei's cheerfulness was back in full swing, "After dinner, we take the train straight to Tokyo! The conference starts very soon, and we don't want to be late!"

* * *

**Act XXXI – A Restless Feeling**

The wait for the train at the central Yokohama rail station was surprisingly short, thought Michi as she, Serafina and Lorelei boarded the train with their small pieces of luggage in tow. Despite the spontaneity of their meeting and the free-spiritedness of Lorelei Sankt, she seemed to have planned for them to arrive at the station roughly on time.

This Lorelei girl seemed to have a sharper mind than Michi might have thought – or at the very least, mindful and organized of her schedules. The three girls shared a private room in the first-class car and sat in the comfortable seats facing one another. Only a few minutes had passed since the train started to move when Serafina started nodding off. She stood up and excused herself to wash her face, leaving Michi and Lorelei alone.

"Don't do anything hasty." Serafina then whispered to Michi mentally, "But stay on your toes."

Michi acknowledged by sitting upright and facing Lorelei Sankt who still wore a satisfied look on her face. She really liked the ramen and beer, Lorelei would tell her. Michi had heard Lorelei saying this all the way to the train station – maybe she was drunk. It made Michi wonder how Lorelei managed to stick to her schedule while inebriated like that.

"Hey."

Lorelei's gingerly voice catches Michi's attention. Michi's eyes turn to Lorelei's to say she was listening.

"Would you happen to be a Puella Magi?"

The modus operandi she and Serafina had made resurfaced in her mind and she started to calculate her words.

"No, I am not."

She tried her best to sound innocent – as if she didn't even know what Puella Magi are. She was relieved when Lorelei bought it easily.

"Oh…" Lorelei looked embarrassed all of the sudden, "Then you wouldn't know what that entire 'Salvae' thing is about, huh?"

She tries to laugh, but it's a dry laugh. Michi gestures to her to say it was fine. The Magni Domina's face then suddenly grew serious.

"Don't ever become a Puella Magi." She said, shaking her head, "It's… an honorable profession… wait! No, not a profession…"

She seemed to have trouble piecing together what she wanted to say.

"Let's just say it's more trouble than it's worth." Lorelei finally said, cutting short what would have been a long monologue. Lorelei cheerfully changed the subject, "This conference is of greater importance right now. I'll be relying on your translation, Frau Hideyoshi!"

"I will do my best." Michi spoke with a reassuring nod. Serafina returned to the car not long afterwards and sank into her seat, falling asleep without another word. She seemed awfully tired. Michi's eyes quickly darted to Lorelei, somewhat suspicious of her, but give up on questioning her. The Magni Domina too had fallen asleep, almost as tired as Serafina.

Was she the only one who didn't feel tired that evening?

The train rattled on through the Japanese countryside and Michi stood watch over her sleeping companions pondering, but to no avail. An hour or two later, her fatigue from travel finally caught up with her and the silence of their room lulled her to sleep.

When she awoke, the train had just started to lose speed as it approached the central Tokyo station. The contrasts between the countryside and the Japanese capital were sharp, punctuated by the Tokyo Imperial Castle. The sight gave Michi a feeling of bitter familiarity, but she knew she had to get over it. She looked around the room and saw her companions finally awake.

Lorelei Sankt gave off an air of excitement and looked out to the city of Tokyo with great fascination. Serafina, though chipper as always, seemed a little bit groggy and tired. Still, as the train came to a stop, the girls gathered their belongings and made their way out of the train and into the thick crowds of Tokyo. They then set off to find their way to the inn, a few minute's walk away from the station.

The inn was of traditional build – paper screen doors and windows, paneled walls, ornate lanterns, tatami flooring and a small garden with fragrant tea trees. Inside, the rooms and halls were decorated with paintings and calligraphy and a number of displays of samurai armor and weapons. The picture of a young girl covering part of her face with a fan caught Michi's eye – she seemed familiar almost, but not quite. She just carried on to the inn's lobby and stood with Lorelei at the innkeeper's desk, translating for Lorelei as she confirmed their reservation.

It was many steps up from any given hideout Michi maintained in the Philippines but the Japanese girl wasn't particularly impressed by the place. Lorelei Sankt, on the other hand, was absolutely in love with it. Perhaps it was because this was all exotic to her, Michi thought. They confirmed their reservation and quickly prepared for the two-day Greater East Asia Conference.

* * *

**Act XXXII – Stare Decisis**

Dignitaries from the nations of the Greater East Asia Co-Prosperity Sphere huddled together for a group photo at the courtyard of the Imperial Castle. Michi and Serafina opted to stand at the very back while Lorelei chose to stand in the front with the more prominent members of the German delegation.

After the photographs were taken, Lorelei started off her personal campaign immediately and went off to speak with the Japanese officials. Michi stood by Lorelei's side and translated the fluently while Serafina stayed in the sidelines and watched out for any unwelcome magical guests. Luckily, there were none on the first day which ended without incident.

The day ended with a grand and hearty outdoor dinner in the courtyard and the girls returned home after having their fill. It was an enjoyable day all in all and Lorelei was cheerful enough to keep Michi from dozing off during the driest of discussions. Strangely, though, Serafina seemed out of it for the most part. Upon reaching the inn, the Ukrainian headed straight for her room.

"Are you alright, Serafina my dear?" Lorelei asked. Serafina just raised her hand to the girls, waving their worries aside. Within minutes, she was out like a light.

"Maybe she wants to get a head-start for tomorrow…" Lorelei thought out loud. She then turned to Michi and smiled, "You go ahead and rest now too, Frau Hideyoshi . I'm sure you must be tired too."

Michi nodded and retreated to her room as well. The Japanese girl crawled into her bed but had trouble sleeping. The Magni Domina of Salvae was there only a few meters away – the girl who had ordered the killings of so many others was right there within her grasp. Thus, the past few days confused her. The time she had spent with Lorelei in Japan made her wonder why this girl or her subordinates haven't come for them yet. Were they going to be led into a trap? Is this kind act just a front for something sinister?

A gust of wind suddenly rustled the trees and shrubs of the garden, causing Michi to bolt upright. Her hand was on her gun, ready to draw if needed and her free hand caressed the ring she kept in her pocket.

Now wasn't the time to doubt their plan. Even the smallest sleight of hand may cost her and her friends their lives – or what's left of it, at least. It was a matter that was made clear to her the next morning when Serafina awoke looking worse for wear.

"Sorry, guys." Serafina apologized weakly. "I don't feel too well today."

"You don't look well either!" Lorelei quickly added, "Should we call a doctor… or buy you some medicine?"

"I'm fine! I'm fine!" Serafina was stubborn, but her energy was obviously drained. "I… just need a little more rest, that's all. I'll try to catch up later, okay?"

Lorelei looked disappointed but couldn't argue with her any more. She sighed as she and Michi stepped out of the inn.

"Comrade Hideyoshi." Serafina telepathically called to Michi, "Today is the day – remember what we have to do."

"I know." Michi replied, pausing for a moment to collect her thoughts. "You take care of yourself until we come back."

Michi's words fell on deaf ears – Serafina had already fallen asleep.

The Japanese girl turned her eyes to the fidgeting Lorelei beside her. She was starting to think they were dealing someone more dangerous than they had anticipated.

* * *

**First Interlude**

By the time Serafina awoke again, the sun had long since yielded to the moon. She realized this and tried to hop out of bed. A fit of dizziness kept her from doing so and she fell back into her bed, rubbing her temples. She took a breath to compose herself and checked the timepiece she kept with her. If she left for the Imperial Castle now, she might still be able to catch up with dinner.

Suddenly, the hallways of the inn were filled with the shuffle of slow, light footsteps that seemed to be headed for her room. Serafina quickly raised her guard and pressed her back against the walls, suppressing her breathing as best as she could. She raised her Soul Gem to her heart and looked out the window at the other end of the room.

Outside in the garden, she could make out small groups of girls, barely visible in the wan moonlight, encircling the perimeter of the inn. The wind blew through the garden and the unmistakable black shawls they wore fluttered in the wind.

Somehow, she wasn't surprised by this ambush-in-progress. She and Michi were planning to do something similar to Lorelei, after all. The Incognitas must have wanted their deaths to be discreet too. What surprised Serafina, though, was the small maroon gem that she had held in her hands. It was dark – unreasonably dark. She didn't even remember using any significant amount of magic since they docked in Yokohama. The shocked Serafina could only gasp.

"…What the hell?"

She instinctively reached for her pockets and drew out a Grief Seed. Once the seed was spent, she tossed it to the side and looked at the Soul Gem a second time. It was much brighter than it was before, but slivers of darkness still dotted the edges. One Grief Seed had always been enough to fully cleanse her gem before, but she didn't have time to ponder on that. Instead, she summoned a pair of rapiers and kept her back against the wall.

"So she finally makes a move, huh?" Serafina's words were bitter in her mind, "Damn you…"

* * *

**Act XXXIII - Falter**

The sound of multi-lingual chatter mixed with the orderly clatter of china and silverware as the dignitaries shared their last conference dinner together at the Imperial Palace. Despite the lively conversations and the nostalgic traditional music played for them, Michi ate her food rather tensely. She spent the whole day worrying. She spent all day wondering how Serafina was and what other cards Lorelei Sankt may have under her sleeve… and when she would decide to use them.

Questions started to pop up in her mind the more she looked into it. Why would she make Serafina sick rather than killing her outright? Why would she do that only now when she has had so many chances in the past? Michi turned to Lorelei, hoping that looking at her face would somehow answer her questions – or even give her a clue.

It does nothing of the sort. As a matter of fact, it does something else entirely.

The Magni Domina sat in her seat with her head drooped down and her shoulders slumped. Though Lorelei wasn't exactly the most refined lady, that posture she wore was very much troubling. As Michi looked closer, she saw that Lorelei was sweating profusely and her breathing was heavy – almost forced. Michi's eyes bulged in shock.

"Lorelei!"Michi shook the Magni Domina who looked back at her with glazed, unfocused eyes.

"… Elise?"

This wasn't good, and Michi knew it. Making sure that no one was watching them,Michi lifted Lorelei up by the shoulder and guided them both to the nearest women's bathroom. She locked the door behind her and laid the panting Lorelei down on the floor.

Michi drew out her silenced gun and pointed it at the Magni Domina's face, slowly searching for where her vital Soul Gem may lay. This was her chance, she thought. She expected to see a look of fear in Lorelei and she got just that. There was fear by the bucket as the Magni Domina's fair skin seemed to grow pale, but it wasn't from Michi's gun. The cloudiness that seemed to form in her eyes told Michi that she couldn't even see the gun at all.

Lorelei hastily reached into her pocket and scooped up its contents in a less than graceful manner. Three Grief Seeds appeared in her hand, along with a chess piece – a black king, but the items fell out of her shaky hand. The uncoordinated and desperate girl dropped onto all fours and crawled through the tiled bathroom floor, patting to search for the Grief Seeds and the chess piece. It was a sorry sight – a very sorry sight.

In the years of her struggles as a Puella Magi, Michi had grown cold – cold enough to not give a damn about Lorelei, her enemy. The sight should not have bothered her at all. But then again, all of that recently changed after meeting Serafina and the others. Pursing her lips, she cursed herself for being soft and holstered her gun.

"Hold still." Michi said, helping Lorelei sit with her back comfortably against the wall. She wiped the girl's sweat with a paper towel and picked up the Grief Seeds first. "Give me your Soul Gem."

Without even the slightest protest, Lorelei handed Michi her Soul Gem which started to be filled with a black and white checkerboard pattern. Michi used all three of Lorelei's Grief Seeds to cleanse the gem, torrents of darkness pouring out of it like an abysmal waterfall. Once the third gem was spent, Lorelei's gem returned to a pure, pearly white, distinctly brighter than any Soul Gem that Michi had seen before.

Lorelei's body seemed to have calmed down afterwards, gathering its bearings as her sky blue irises cleared. She found Michi kneeling down beside her with a look of mingled worry and surprise. She wanted to ask Michi what had happened, but she somehow already had a feeling about it – not a particularly pleasant one at that.

"So, Frau Hideyoshi… you were lying after all, huh?" Lorelei suddenly said, her voice still weak.

Michi didn't reply. How could she explain her way out of this?

"Why did you say you weren't a Puella Magi in the train?" Lorelei asked

Michi opened her mouth to answer her but soon realized she had nothing to say, or could say. Lorelei saw this and just gave her a small smile.

"I understand, Frau Hideyoshi, I know what it feels like too – I'm just glad we're on the same side."

Michi nods. Then, she notices the black king on the tiled bathroom floor still laying on its side. She picked it up and handed it to Lorelei.

"Oh…" Lorelei gasped, taking the piece from her. "Thank goodness – I was wondering where it went. I don't want to lose anything important after all."

She then pocketed the king and sighed in relief.

"Gosh, you must be wondering how someone like me became the Magni Domina of Salvae." Lorelei said as she started to hand-comb her disheveled hair fruitlessly.

"To be honest, Lady Lorelei…" Michi tried her best to sound respectful as she spoke. "I was wondering about that."

"It's okay, Frau Hideyoshi." Lorelei gave her a weak smile and spoke. "Sometimes, I wonder why as well."

Lorelei sat up straight and took a deep breath to clear her mind.

"What I do know is this – I became the Magni Domina after Elise saved me in the Somme."

"Elise de Lamarliere?" The name slipped out from Michi's lips.

"Why, yes." Lorelei was surprised, "She's the Carissima of the Manila Branch of Salvae – sorta like its caretaker, as well as an old, old friend of mine. Did you happen to know her too?"

"I've heard the name before." Michi said almost evasively. This familiarity, however, was just enough to prod Lorelei to continue her story.

"It was 1915… or was it 1916, I think… at the Battle of the Somme." Lorelei spoke softly, memories with a red metallic tang filling her mind. "I can still see it clearly after all these years, you know. Young boys hardly older than me marching and marching and marching onwards, only to fall like trees when the bullets whizzed past. There was chaos everywhere… and so much hate!"

Lorelei gave a shudder as the torrent of sounds and smells and things, things that would not give her peace, flowed into her mind's eye.

"All of this sadness and all of this hate… it was caused by a really powerful Witch – the other girls used to call her the Dreadnaught Witch… a Witch unlike any other."

"… Dreadnaught."Michi repeated the word.

"Y-yes, the Dreadnaught Witch." Lorelei's confirmed hesitantly, still haunted by her memories. "This Witch didn't hide in a barrier. She attacked in plain sight to Puella Magi like us… I guess you could say that she turned the battlefield into her barrier, perhaps."

Lorelei paused, taking a shaky breath.

"Still, the young soldiers didn't see her. They became mere puppets to the Dreadnaught's sick game! Many girls came forward to fight this Witch, some at the same time. No matter what, no one could take her down. As time passed… Puella Magi, they… they were all just piled up. The whole place smelled of death."

Lorelei took another pause.

"Then, it was my turn…

I stepped forward to face my fate and fought the Dreadnaught Witch – a battle which felt like an eternity. Hours passed, it seemed – maybe even days. With every passing second, I felt myself sinking deeper and deeper into despair… I started to wonder why I was there or if I had the strength to follow through. However, I overcame her. I mustered every ounce of magic I had left and dealt the final blow. The Dreadnaught Witch started to fall from the sky… All too soon, I realized that I was falling too.

This was the end, I thought. My Soul Gem was at its limit and I plummeted down into certain doom. Death had come for me, and I couldn't fight him any longer. Then, I felt a teardrop strike my face, rousing me from my sleep. I awoke in the arms of my old friend Elise. The Soul Gem in my hand had been cleansed of its darkness and seemed to glow much brighter than before. Elise saved me."

The Magni Domina gave off a satisfied sigh and her usual cheerfulness started to resurface.

"Elise and I had a really long talk after that. The both of us understood the suffering Dreadnaught Witches brought to the world. Neither of us wanted something like that to happen again, so we decided to work together and gather the Puella Magi of the world under one banner. We figured that if we can mobilize an army of Puella Magi, we'd be able to deal with a Dreadnaught Witch easily! So, when the war ended in 1918, Lorelei and I found the Puella Magi in the neighboring towns and counties to recruit as our first new members. Thus, Salvae was born."

"There have been no Dreadnaught Witch attacks since then?" Michi asked

"None – and I sure do hope it stays that way." Lorelei said proudly, "That's why our focus kinda shifted over the years. On top of banding together to fight the Dreadnaught Witches, we started to focus on welfare. Now, we also want to make sure that no Puella Magi would be hungry or thirsty, naked or without a home – at least that's my dream… that's why I wonder why there are Puella Magi who so shamelessly prey on their own sisters-in-magic…"

At the mention of the killers, something dawned on Michi – Serafina never made it to dinner. Michi's heart violently thumped and a bead of sweat ran down her face. Lorelei turned her eyes to her interpreter, wondering why she had gone silent. Then, without a word to Lorelei, Michi turned around and burst out of the bathroom, rushing out of the Imperial Palace in a hurry.

"… Wait!" Lorelei cried out, standing up and trying to run after Michi. "Where are you going?"

As she repeated those words in her mind, she started to make sense of them too and she gasped.

"Oh dear… Serafina!"

The two girls ran out into the streets of Tokyo in a maddened rush. Michi easily outran the tired Lorelei and reached the inn first. The wrecked front doors were telltale, confirmed by the muffled sounds of struggle from within the inn. Steel clashed against steel paired with cries of pain and fury.

"Serafina!"Michi mentally hailed, "Serafina, are you okay?"

"Michi!" Serafina replied. Her weariness and pain was distinctly imprinted in her voice. "It's them – the killers are here!"

"Where are you?" Michi called out, trying to plan her next move "I'll come over and…"

"No – don't!" Serafina pleaded, "It's a trap! Leave me here and kill Lorelei Sankt!"

Michi turned around and saw that a formation of black-shawled girls standing before her with their weapons drawn. It was too late. She couldn't turn back now. Michi took out her ring and transformed into her Puella Magi attire. She summoned her naginata and pointed it at the girls cornering her.

"The blue kimono girl still lives – I figured as much." One of the Puella Magi then said, "We've had our doubts about that – especially after the massacre in Cavite."

She then stepped forward confidently and spoke in a pompous voice.

"Now this turn of events is quite interesting – yes. That means Ms. Burnham and Ms. De la Cruz are also involved in this little plan of yours."

Michi's face grew pale.

"That face of yours says it all." The Puella Magi grinned, "I will enjoy watching you suffer. Don't worry! We'll make sure those two are properly ' _dealt with'_. Hehe."

"I'm not going to let you lay a hand on them!" Michi cried, her sharp eyes staring knives at the Puella Magi "You've already taken so many lives!"

"The same can be said about you." The Puella Magi teased, etching fury on Michi's face. "My, my, you sound so confident though, blue kimono. Ms. Larivenko won't last much longer in this battle and your ' _cavalry_ ' is far away in the Philippines!"

Thunder rumbled in the night sky. The Puella Magi then laughed mockingly.

"You sound like lightning can strike the same place-!"

As she spoke, a flash of light blinded Michi for a second and a loud scream rang in her ears before being abruptly cut off. Her sight returned to her and the Puella Magi who had taunted her lay face first on the floor, scorched.

A lone figure cautiously approached the inn, wearing a dazzling white dress befitting of a queen and a grand crown. She held onto a scepter that radiated bright light and held on to it tightly at she scanned the courtyard of the inn. The figure raised her scepter and a bolt of lightning swiftly descended from the heavens and tore through another of the Incognitas. As she drew closer, the short golden hair that adorned her head and her focused blue eyes were unmistakable. It was Lorelei Sankt.

The Incognitas turned to Lorelei and were absolutely terrified to see her there. Michi saw this as her opportunity to strike and dashed forward with her naginata. Michi closed in on her foes and cut them down with clean and graceful swipes. Lorelei then dashed forward as well and swung at her foes with her scepter like a mace and bashed them with surprising strength. Not more than a minute had passed when the Incognitas outside were annihilated, crimson blood whisked about on the grass and the pavement.

"Where's Serafina?" Lorelei asked. Michi pointed towards the inn and Lorelei nodded. A lot of questions bubbled up in Michi's mind but she knew it wasn't the time to ask. The two girls dashed inside and raced to Serafina's room.

As they entered the room, a blood-stained Serafina launched herself onto an Incognita and lunged at her with her sword. The sword cut through the Incognita's chest and the Incognita grew limp. A faint flash of light followed and the girl's Puella Magi attire disappeared. The Ukrainian girl then fell to her knees, panting heavily. She turned to the doorway, relieved to know that Michi was still alive. When she saw Lorelei Sankt though, her eyes widened.

While Serafina had been distracted, one of the Incognitas she had fought somehow managed to get back on her knees. She raised up a thorny war-hammer and charged at the downed Serafina.

"Serafina – look out!" Michi cried.

Serafina turned her head and saw the Incognita coming from her. She was in no position to parry the blow or roll out of the way. Her body tensed and she forcefully shut her eyes up as if preparing to greet death. Instead, a deafening noise filled the room. The Ukrainian opened up her eyes and saw lightning tear through the Incognita's chest as she fell back. Blood flowed out of her wound, sizzling in the heat.

Lorelei's costume of bright white disappeared and she quickly ran to Serafina's side.

"Serafina! Are you alright?"

Serafina stared back at her for a while in disbelief. She turned to Michi for a second opinion on the matter, but her troubled face belied her confusion as well. Michi's naginata was still firmly in her hand, but she made no move to strike at Lorelei. The complexity of their situation became clear to her.

"I'm fine, Lorelei." Serafina said, doing her best to imitate her usual tone. "I'm glad you and comrade Hideyoshi are too."

"If we hadn't gotten here sooner…" Lorelei's voice was apologetic, "We might have lost yet another girl to the killers…"

Tears started to form in her eyes,

"Why are they doing this? Why are these girls so intent on killing their own kind? After all we've done to help ease everyone's suffering!"

Lorelei's questions were scathingly honest, her innocence towards the issue made clear.

"Some Magni Domina I am, huh…"Lorelei spoke self-depreciatively, "Standing still and stagnant while my flock gets eaten by the wolves… Maybe I should have just died in the Somme…"

She catches her own words and stops herself.

"No… I shouldn't think like that." She shook her head violently, trying to get her mind back in order. "Sorry for talking to myself like this. I think it would be best if we left Tokyo, the sooner the better."

* * *

**Epilogue**

It was midnight in Manila, Philippines. At the fourth floor of the Gumamela Building, the telephone in Audrey and Ligaya's room rang and roused the young American girl from her slumber. She picked it up and was delighted to hear the voice on the other end of the phone.

"Michi!"

A smile grew on the American's face as she listened to Michi talk to her. All too soon, that smile became a bitter frown.

"I got it." Audrey said, hanging up the phone. She took a deep breath and closed her eyes, trying to compose herself after hearing what she had just heard. She then sprung up to her feet and shook the sleeping Ligaya.

"Ungh… Audrey…?" Ligaya dazedly opened her eyes, "What's going on?"

"Get up, Ligaya, and gather up the rest of the girls." Audrey gave an authoritative whisper. "We're leaving the Gumamela Building, tonight."

**To Be Continued**

* * *

**Episode 12 Preview**

The lines are drawn,

And the pieces are set in place.

The clock ticks,

And I find the future of this wretched world in my hands.

I made a promise to save you,

To lift your burdens and to finally give you peace.

I will see this promise through.

I will do whatever it takes.

-Elise de Lamarliere-


	12. I Will Do Whatever It Takes

 The rain poured down heavily on Mitakihara City that evening. Madoka and Sayaka sat together under the shelter of a glass-walled bus stop. Normally, the two of them would be talking about some random nonsense: about what had happened that day, some funny incident they had remembered from the past or their plans for the weekend. However, there was only silence in that bus stop.

Sayaka leaned weakly to her side and rested her head on Madoka's shoulder. The girl was awfully tired and looked very frail. Her usual energy was nowhere to be found. In its place was a small ring she now wore on her finger, bearing a tiny blue gem.

After the death of Mami Tomoe, Sayaka decided to become a Puella Magi to take up Mami's role as the protectress of Mitakihara. As the days passed, though, it became clearer to Sayaka that she was ill-suited for the role. The last Witch she had fought drained her thoroughly and she could barely lift a finger due to fatigue.

A Puella Magi by the name of Sakura Kyouko had been recently trying to wrest the Mitakihara area from Sayaka's protection. This girl, as Sayaka clearly knew by then, would be more than capable to follow through on that attempt. Her wish to heal the hand of the boy she liked had not yielded the sort of romance she had hoped for, or any significant form of appreciation for that matter. Then, sitting beside her in that bus stop was, as Kyuubey had told her, the girl with the potential to become the most powerful Puella Magi the world has known.

"Sayaka-chan…" Madoka spoke softly, her words filled with concern. "Don't fight like that anymore."

Sayaka didn't reply, choosing instead to listen to the rain.

"You're lying when you say it doesn't hurt." Tears formed in Madoka's eyes as her voice started to crack, "It hurt just to watch you fight that Witch."

A tear slid down Madoka's cheek.

"Sayaka-chan… you can't just say it's fine to get hurt if you can't feel it."

Hearing this, Sayaka exhaled and broke her silence.

"If I don't do that, I can't win. I don't have the skill, Madoka…" Sayaka's voice was dejected and thoroughly weak.

"If you win by fighting like that, it's not good for you." Madoka argued, though not very forcefully.

"What is 'good for me'?" Sayaka then asked, turning away from Madoka. Madoka's eyes widened in shock.

Sayaka slowly stood up and held out her hand, letting her ring materialize into its gem form.

"What could even be good for me, Madoka?" Sayaka asked, "What could be good for me now that this rock is all that is left of me?"

"... Sayaka-chan."

"I'm just a rock now, that's only good for killing Witches." Sayaka paced around the bus stop, looking out to the pouring rain around her. "I'm a dead body moving around like it's alive."

On the glass of the bus stop, Sayaka saw her own reflection, causing her to frown bitterly.

"What's anyone going to do that's good for me now?" Sayaka looked up, tired of looking at herself now. "It's obvious how pointless it is now, isn't it?"

"What can I do to make you happy?" Madoka then asked, desperate to somehow revive her friend's cheerfulness. This attempt of hers, as earnest as it was, backfired.

"Why don't you go ahead and fight?" Sayaka replied sharply. Madoka started to grow fearful.

"Kyuubey told me about the potential you have, Madoka." Sayaka continued, her eyes now glaring at Madoka. "You can defeat Witches easily without pushing yourself like me... more so than Mami-san did!"

"I... I can't..." Madoka sounded unsure of her own words.

"If you want to do something for me," Sayaka jabbed, "try being in my position. Of course you can't."

Sayaka then turned around, headed for the bus stop's exit. She stopped halfway to the threshold then spoke more scathing words. "Hah, I don't expect you to cast off your humanity out of pity!"

"It's not out of pity!" Madoka cried

"You say you can do anything, but you refuse to do anything." Sayaka growled, "So I have to do this instead. Don't talk to me like you understand when, in reality, you don't!"

"Sayaka-chan!"

Sayaka stepped out of the bus stop and into the rain. Madoka hurriedly got off her seat and followed her outside.

"Don't follow me!" Sayaka demanded, causing Madoka to stop in her tracks. The blue-haired girl then started to run away. Madoka could only watch as her friend disappeared into the night.

"... but... Sayaka-chan..." Madoka's heart started to pound, "I'm your friend and... I really do want to understand."

The rain grew stronger and rang in Madoka's ears, reminding Madoka that she was alone.

"What is it that I don't understand?"

* * *

**Prologue**

The Gumamela Building was silent as the girls of Salvae's Manila Branch stood in attention at the dining hall. Elise de Lamarliere's sharp eyes swept through the room as she paced around, counting the number of girls that stood before her that morning. In reality, she didn't have to count. The table at the far end of the room, oftentimes occupied by a certain Filipina and Americana and their circle of friends was odiously empty. Their absence was, by then, painfully clear to Elise.

One of Elise's Zealots then burst into the room and ran to Elise's side.

"Carissima Elise, we checked their rooms…" The Zealot whispered, pausing to catch her breath, "They took most of their things – they must have left in a hurry."

"And how is the watch-girl for last night doing?" Elise asked the Zealot

"She's recovering, but she's still groggy." The Zealot replied, "She said that bitch Burnham did her in with a baseball bat… the other girls escaped while she was downed. _Dios mio!_ We only found out about it when it was time to change the guards."

"That is all I wanted to hear. Dismissed."

"Yes, Carissima." The Zealot nodded and joined the other girls at the dining hall, facing Elise.

The Carissima wore a stoic face, the same kind of face she wore around the girls of the _Edificio Gumamela_. This face shouldered the great strength that the girls of the branch respected and feared. Some might even have said that that face of strength alone was what kept the Manila Branch in line. Despite this, Elise's heart was sinking and the silence in the room was starting to grow deafening. She clenched her fist and took a small breath.

"My dear girls." Elise then spoke in a compassionate tone, "I have gathered all of you here at the hall today to talk to you earnestly. Lend me your ears and your hearts."

The confused silence that had prevailed in the room just moments ago was now an attentive silence. Elise gazed upon her audience a second time and grew heartened herself. She opened her mouth and began to speak again.

"A great tragedy has befallen our branch earlier today. Ms. Audrey Burnham, Bb. Ligaya de la Cruz and a handful of their friends left the _Edificio Gumamela_ in the middle of the night. At the same time, our Magni Domina, Lorelei Sankt, was attacked on the last night of her conference in Tokyo, Japan by the Puella Magi killers."

Gasps and nervous whispers started to fill the room, causing the Carissima to close her eyes. She did her best to hide a pained frown, but her face tensed up in disappointment. She had expected that reaction from the girls, but to see it herself was disheartening. The girls at the dining hall saw this, and the chatter was slowly silenced.

"Your reactions alone compel me to believe that these series of events are not mere coincidences. I fear that the Ms. Burnham and the other girls feel the same way as you. They have lost faith in Salvae, Terrae Magicae and the protection it can provide.

These rouges, the killers of Puella Magi, are misguided girls who kill their own sisters-in-magic for no conceivable reason. Their audacity to attack our Magni Domina in Japan is intimidating – I will not argue with you on that fact. The truth, however, remains that Ms. Burnham, Bb. De la Cruz and their friends have yielded to this intimidation. They are lost sheep, seeking solace in solitude.

Now is not the time to isolate one's self, but rather to work with others! I hope and pray that they will quickly realize the folly of their flight and return to the protection of the _Edificio Gumamela._ I myself would welcome them back with open arms as I did when they first arrived, but we do not have control over their decisions. Only time will tell what becomes of them – all we can do now is wish them well."

Worried frowns were now etched on the faces of the Aspirants. It showed Elise just how much influence Audrey and Ligaya had – and why a select few even decided to follow them.

"Nonetheless," Elise continued, "this matter has revealed to me an issue of great importance. The force of the Puella Magi killers, despite our efforts to quell them, has increased. Years have passed, yet they are still a force that threatens our daily lives. This force may very well soon escalate into a power we can no longer ignore."

The Carissima then took out a folded sheet of paper from her pocket – a telegraph she had received from Lorelei Sankt.

"In light of these recent events, the Magni Domina has authorized Carissimas to perform the Ritual of Soul Gem Binding for the Aspirants. Bound together, we, the girls of the Manila Branch, will have the strength to finally defeat these killers. We will have the strength to protect each other in this time of need. These are trying times and I ask that you remain loyal to me and to trust in my command. If there is even the slightest hint of doubt in your hearts, the front doors are open and you are free to leave. Otherwise, this is a call to arms and I ask you to defend your home with all your might!"

* * *

**Act XXXIV – Hopefulness**

A loud metallic click resounded in the room of Elise in the fourth floor of the Gumamela Building. The door then swung open and the Carissima walked in with an authoritative gait, the sound of each step mysteriously muffled even on the hard floor. Curtains were drawn over the large windows, blocking the morning sunlight from flowing in. Streaks of light formed lines on the black and white marble and mahogany floor, illuminating the Carissima's room marginally. The photographs, landscapes and vintage wine bottles that decorated her room were dull and nondescript in the darkness – save for one particular oil-on-canvas.

The newest picture that hung on the wall caught Elise's attention. She did not remember putting this picture up on the wall. It was Delacroix's _Liberty Leading The People_ , an artwork depicting the French Revolution – one of Elise's favorites. There were four prominent people in the photo: the young Gavroche wielding two pistols with a passionate look in his face, a composed gentleman who bore a striking likeness to Delacroix with a top hat and rifle, a peasant militia fighter who angrily raised up his saber to signal a charge and the half-naked Liberty who held a bayoneted musket and a French tricolor flag in her hands. The Carissima had always drawn strength from this famous scene, but that was not the case today.

"It wasn't supposed to be like this."

Odd beings, wisps roughly the shape but an eighth of the size of people started to form around the Carissima, wandering around the room aimlessly. They had no voices, just fragments of the delayed echoes of the door's click and Elise's earlier steps. Each and every one of them was focused on Elise, studying her with keen interest. The Carissima promptly drew out her lilac Soul Gem, growing dangerously dull and black.

She calmly drew a Grief Seed from her pocket and cleansed her gem. The second the Grief Seed touched her gem, the odd beings disappeared and the Carissima was alone once more. The oppressive air in the room was lifted somewhat as well and the heavy curtains fluttered slightly from their hooks. However, the painting she did not remember putting up still hung from the walls.

She sighed and squatted down to the wine cabinet with a grunt. There, her favorite bottle of 1918 Bordeaux wine sat. Elise picked up the bottle, found herself a glass and walked over to her grand wooden desk. She sat behind the table and set down the bottle and the glass. As she slowly sank into her seat, she reached into her pockets a second time and drew out a chess piece – a white queen.

Elise studied the piece she held in her hands with the limited sunlight that penetrated the room. She held onto the piece gently and with a great amount of care. Her brow furrowed as flickers of memory appeared in the edge of her mind. Normally, she had kept these at bay, but after the schism in her very own chapter, she allowed them to form.

Moments later, her thoughts were filled with light.

Quaint stone and brick houses of the town of Strasbourg appeared around her, built alongside cobblestone streets. From the French boulangeries and open-aired marches, the wonderful aroma of bread, fresh fruits, vegetables and meat filled the town. Then, there were the parks and the wine vineyards that surrounded Strasbourg in greenery. Elise was no longer in the fourth floor of the Gumamela Building in Manila. The Carissima found herself sitting before an outdoor chess table at the central outdoor plaza of Strasbourg, Alsace-Lorraine, Elise's hometown in the spring of 1914.

That afternoon, Strasbourg played host to a friendly chess tournament between the brightest and most talented young chess players of Germany and France. Many young French and German players had come to Strasbourg to test their mettle against others but only a few would qualify for the semi-finals to vie to become the ultimate victor. There was no cash prize at stake, only the prestige, pride and admiration of the French and German people. This 'prize' was what had drawn Elise out to battle and she was intent on winning it all.

Thus, with that same concentrated look on her face she oftentimes wears, Elise propped the white queen onto the chess table right next to the black king. Her latest opponent, a young nervous-looking French boy started to sweat in anxiety. Elise raised her un-amused eyes to the boy and declared,

"Checkmate."

The spectators gave Elise a thunderous round of applause and the boy's jaw dropped to the ground in awe. Elise rose up from her seat and left the boy to stew in his disbelief. She then moved on over to the chessboard set up in the heart of the plaza. At this table, the final round of the tournament would be played. The hourglass-timer was already set up but the pieces were still kept in the side – no one had been able to reach the final round yet. The fact drew a small smirk on Elise's face. She then just sat there at the table in anticipation.

Every single game Elise had played went overwhelmingly in her favor and the French girl did not expect any less. She had practiced day in and day out for this tournament and had taken to heart the _Game and Playe of the Chesse_ from front to back cover. Elise delivered swift and decisive moves without skipping a beat and her opponents oftentimes fall victim to her whirlwind offensives. The hourglass-timer on Elise's side never lost more than a few seconds' sand in a turn. To Elise, her opponents here were nothing more than stepping stones to reaching her goal – victory.

Her next opponent, whoever it turned out to be, would be no different – or so she thought. A quarter-hour later, a young German girl with short locks of golden hair and sky blue eyes walked over to the final table and took her seat. She then flashed the entrenched Elise a warm and pleasant smile.

" _Bonjour_." The girl spoke in fluent French, introducing herself " _Je m'appelé Lorelei Sankt. Enchante_!"

"Elise." The French girl replied in an uninterested tone, turning her eyes away from Lorelei's. Instead, she just waited for the referee to come and assign their pieces. Lorelei wasn't bothered by Elise's avoidance of her, maintaining the pleasant air about her. Elise, on the other hand, couldn't help but steal glances at her opponent's hand. She wore a ring encrusted with a brilliant gem – Elise wondered if her opponent was due for an arranged marriage.

"Oh!" Lorelei then spoke up, noticing Elise eying her ring, "This isn't an engagement ring or anything – it's my own personal treasure. It's very valuable to me."

"I… see…"

Before Elise could say anything, the referee arrived with a small silver French coin in his hands. He then asked the girls which side they would take. Lorelei chose to be heads while Elise chose tails. The referee nodded then tossed the coin in the air, caught it and set it on the back of his hand – it was heads. He then cleared his throat and turned to the audience.

"Frau Lorelei Sankt will play white and Mademoiselle Elise de Lamarliere will play black. The game will now commence. _Bonne chance et Gluck!_ "

With a rough crank, Lorelei's hourglass-timer straightened and the sand started to flow down. The German girl rubbed her chin in thought as she scanned the chessboard before her. A moment of consideration would pass and Lorelei happily made her first move. She smiled then pressed the button of her timer, causing her hourglass to tip to the side and, thus, stopping the flow of sand. Now, it was Elise's hourglass that stood straight – but not for long.

Without a second thought, Elise pushed her king's pawn forward two squares and promptly pressed the button in reply. The balance of the hourglasses shifted again and Elise waited for Lorelei's reply. The German girl's eyes lit up in delight as she studied her opponent's move, absolutely intrigued by it. As the grains of sand slid down her glass, she leisurely pondered her next move.

The game played on and Elise started to grow confident. Elise was at her finest on the offense, but she trusted the defenses she had been able to build. As the game progressed, Lorelei started to take more and more time with each of her turns. Great portions of her sand would sink to the bottom as Lorelei took her time to think. Elise, on the other hand, played easily and swiftly, having planned four or five moves ahead.

The game pressed on, though, and Lorelei withstood any and every breakthrough Elise had attempted. As a matter of fact, Lorelei's forces, though dwindled by the previous battles, slowly but surely controlled more and more of the board and started to encircle Elise to her citadel of pawns. Lorelei had lost a lot of pawns, but her officers started to pick away at what Elise had thought to be an impenetrable defense.

Lorelei's attacks were daring, but with sound logical sense. What Elise had seen as mere flashes of brilliance in Lorelei's logic became a torrent of skillful maneuvers within minutes. The numerical superiority of her pieces started to lose their meaning. Elise started to panic – she was losing the control she had held on to for so long. She gravely underestimated her opponent, and now she was paying the price.

A blur of exchanges followed and pieces of both sides were eaten left and right. When the dust settled, Lorelei had somehow delivered the very same move Elise had dealt to her last opponent. Lorelei set her white queen, under the protection by a bishop, rook and knight next to Elise's black king.

"Oh, wow!" Lorelei gasped, realizing what she had done, "That's checkmate, isn't it?"

Elise breathlessly stared at the pieces on the board, desperately looking for a way to continue the fight for even one more turn – but there was none. This was the end – her own defense had suffocated her king. It was checkmate. She had been defeated.

Pursing her lips, Elise's shoulders drooped as the crowd started to clap for Lorelei. The audience clapped with vigorous excitement and cheered for the victor, but Elise could not hear it. She did not want to hear their fanfare. She couldn't stand being there a moment longer.

Without a saying a word, Elise sprung out of her seat and started walking away from the table. Tears started to form in her eyes. She had been humiliated by a girl she had looked down upon. She would not gain the prestige she had hoped to gain. The applause and cheers in Strasbourg that afternoon were not for her, so she did not want to hear it. One sound, however, would catch her attention – the voice of her opponent.

" _Excusez moi_!" Lorelei called out to Elise. The voice made Elise stop in her tracks.

The German girl picked up Elise's black king and her own white queen from the board and sprinted to Elise's side after escaping from her congratulators. Elise turned around to face Lorelei, the beginnings of tears in the French girl's eyes. Elise expected mockery, but Lorelei approached her with a smile.

"I just wanted to thank you for a good game." Lorelei said in a pleasant tone. "You're pretty good, you know that?"

Elise was speechless, and Lorelei just looked on happily.

"Here you go." Lorelei then said. She opened up her hand and revealed the black king and the white queen pieces. She then offered the white queen to Elise. "A souvenir for the both of us, to commemorate our meeting, you know?"

Elise reached for the queen, but stopped halfway. She started to feel rather shy.

"Come on." Lorelei gently prodded, "Go ahead and take it! I insist."

Blushing, Elise took the queen and held on to it carefully. She turned to Lorelei and saw that she was doing the same.

"Congratulations, Lorelei." Elise spoke, her tone many times warmer than when she first spoke.

"Thank you very much Elise, uh…?"

"Elise de Lamarliere." Elise replied, a rare smile on her perennially serious face. "And it's nice to meet you too."

With that one simple exchange, the Elise knew she had found a friend. For the rest of Lorelei's stay in Strasbourg, the two of them were always together. Not a day would pass without the two girls going around town. When the days were fair, they would take strolls in the parks and buy groceries in the markets. When it rained, they would stay at Elise's house and have a rematch of the chess game that had brought them together. Elise never won against Lorelei despite the many times she's tried. She did not care, though. She was just happy to have someone she actually enjoyed playing with – someone she enjoyed being with.

Then, the day came for Lorelei to return to Berlin, Germany. Lorelei waved out to Elise as she boarded a horse-drawn carriage and promising to send letters to Strasbourg from Berlin whenever she could. Elise waved back, promising to reply to every single letter Lorelei wrote. The French girl watched the carriage disappear into the distance and emotions started to swell in Elise's heart.

That was when _it_ first showed itself to Elise – the little, white creature known as Kyuubey.

"You want to see her again, don't you?" The creature hummed, startling Elise. The French girl opened her mouth but was too awestruck to speak. Kyuubey saw this and sighed, introducing himself to Elise. Then, he offered to grant her a wish. "If you so wish, I could make it so that the two of you would meet again."

"Really? You can do that?"

"Yes, of course! Just make a contract with me and become a Puella Magi."

Elise gave the offer some thought, but grew more and more skeptical. She asked the creature many questions, but its answers were always simple – simple and maybe even evasive. The offer seemed too good to be true.

"There must be a catch." Elise told Kyuubey once, "There is no way that you would grant a wish for absolutely nothing. That would be unreasonable!"

"I never said that I asked for nothing in return." Kyuubey replied calmly, "In exchange for the wish, Puella Magi will lead a lifetime of fighting Witches."

"Witches…?"

"Yes." Kyuubey said with his eerie smile, "Witches."

Kyuubey sat upright and started to explain to Elise more about Puella Magi and their duty to fight Witches. With every question she asked, Elise grew more and more guarded towards the offer.

"If that is the case, then no, thank you." Elise politely declined. "Lorelei and I will see each other again, even without this contract of yours."

"Ah, is that so?" Kyuubey sounded intrigued, "Well, if ever you change your mind, I will be ready to grant your wish! But, if I may ask… where do you get this confidence in a second meeting with her?"

"Intuition." Elise said, "That is all you need to know."

* * *

**Act XXXV – The Battle of the Somme**

Letters from Berlin arrived at Elise's home as Lorelei had promised and Elise read each and every one with great delight. Without fail, the girls exchanged letters at least once a week. Despite their distance, the two girls grew closer and closer and fonder of each other as the weeks passed. In the coming weeks, Elise would look forward to reading the latest letter from her German friend and to writing back with an interesting letter of her own. Their messages to each other were so lively and spirited that Elise felt as if they were talking face to face –as if Lorelei had never left Strasbourg. The two of them even started planning to meet again in Strasbourg, or maybe even Berlin.

History, however, would have other plans.

On the 28th of June in Sarajevo, the Archduke of Austria, Franz Ferdinand, was assassinated and the nations of the world were thrown into the First World War. Almost immediately, hostilities began as the armies of Germany marched into French soil. It goes without saying that the letters from Berlin stopped arriving at Elise's home.

The German Army marched into Alsace-Lorraine, meeting little resistance from the French. German artillery rained shells upon the quaint town of Strasbourg and Elise found herself separated from her family and running for her life. With a group of Strasbourg refugees, she headed eastward and made it to the Picardy province in northern France.

Kyuubey stayed at Elise's side throughout her flight from Strasbourg, silently extending its offer again and again. Elise knew this and grew to dislike the creature. She could tell that Kyuubey was planning something – as a regular human being, she could only speculate. The little creature followed her, waiting for the moment that she would call out for him. With the way things were, Kyuubey figured that it wouldn't be soon before long.

Homeless, hungry and alone, Elise's resolve was faltering – but she was not about to yield to the creature's pestering just yet. Instead, Elise lent an ear to the call to arms made by the Entente powers. She volunteered to join the French militia as a reconnaissance-person and immediately went to work. Armed with a Fusil Modèle1886, binoculars and a code book of the telegraph signal flags of the French and British armies, the young Elise surveyed the battlefield and wrote and transmitted reports back to her superiors.

Elise grew bitter as she served with the militia. Every moment she spent on the battlefield, she was surrounded by blood and soot, death and hatred. As the days passed, she grew indifferent to all of this and accepted them as realities of life. To her, life was no more than a brittle candle so easily blown out by the winds of fate. Surveying the frontlines, she had seen her share of these candles being put out – and there was nothing she could do to stop it.

The same, she started to think, could be said about her friendship with Lorelei Sankt.

Separated by the war between their countries for so long, it wouldn't be hard for them to forget each other – maybe even hate each other. Elise's only reminder and assurance of their friendship was a folio of the letters Lorelei had sent her in the past and the white chess piece Lorelei had given to her in Strasbourg – the white queen. Then, she remembered that offer the creature had given her time and time again.

" _If you so wish, I could make it so that the two of you meet again._ "

As these words resurfaced in her mind, thunder rumbled in the sky and dark, grey drifted overhead. The heavy sounds of marching boots could be heard from afar. The infantry regiment stationed near Elise's post was mobilizing, heralded by the loud voice of a French officer,

" _Attendez! Attendez!_ " He cried passionately, " _Aujourd'hui, nous traversons la Somme!_ "

They were orders for a mass-infantry charge – to cross the river Somme in plain sight of German machinegun and artillery fire. It would end in a horrific massacre – one even the jaded Elise could not stomach. Elise rushed from her post to try and talk some sense into the officer and the soldiers. However, it was not only that regiment near her station that was preparing to cross – nor was it just the French forces. The British, the Canadians, the Indians and the Dutch– regiments from every nation of the Entente powers were charging headlong to the other side of the river with little regard for their lives.

"What the hell is going on?" Elise gasped, realizing the breadth of the madness she saw around her. "This offensive isn't going to get anywhere!"

"Ah, you realize the futility of it too." Kyuubey then said, appearing at Elise's side again. The French girl grew enraged and quickly pointed her rifle at the creature's face. "Sometimes, the logical capacity of human beings can be questionable, no?"

"You have something to do with this! That's what's causing this whole mess, huh?"

"Well, if I said I had no direct involvement in this matter, then I would be lying." Kyuubey spoke calmly as always, "Rest assured, though, that I am not _directly_ involved in this… let's say, severe lapse of judgment."

The little white creature turned its face up to the grey skies with great intrigue. Elise hesitantly turned up to the sky as well and was shocked by what she saw. Grotesque, pale hands twitched eerily in the skies and held onto countless thin strings that descended town to the earth. These strings were tied onto every soldier at the River Somme and urged them forward towards their inevitable doom.

"… this is a Witch." Elise's eyes grew blank in shock, "That's one of the Witches you've been talking about all this time, right?"

"Yes, but this one is not just any Witch." Kyuubey smiled, "This is a powerful Witch unlike any other. To the Puella Magi of the world, it is known as the Dreadnaught Witch. With its sheer power alone, this Dreadnaught can, theoretically, wipe out the frontlines of both the Entente and Central armies – maybe even all of Europe!"

Elise's heart rapidly sank and the French girl fell to her knees. The rifle she had held on to fell from her hands as she looked up to the sky, distraught. Her eyes widened in fear. Her body shook in anxiety. She felt overwhelmingly powerless and frail.

"Do not despair, though." Kyuubey said, wagging its tail leisurely, "There is still hope for the world."

"… Hope?"

"As long as there are Puella Magi who are willing and able to fight these Witches, peace can be restored!" Kyuubey squeaked, "Look up again, and you will see. It seems your 'intuition' was right all along."

Elise hesitantly raised her eyes again and saw a lone figure in a brilliant white dress floating in the distance. The scepter she wielded was radiant a grand crown rested atop her head. Though she was far away, Elise recognized the girl's short locks of golden hair and her blue, albeit bloodshot, eyes.

"Lorelei!"

"Yes, Lorelei Sankt." Kyuubey nodded, "As it stands, she is one of the only Puella Magi with any strength to challenge this Witch. The rest have already fallen. Given that this _is_ a Dreadnaught Witch, I am not surprised."

As Elise grew more and more absorbed into the influence of the Witch, she started to see corpses she had not seen before and the rank smell of death filled her nose. The corpses that surrounded her were that of young girls of about her age. Their pained eyes were open as their lives ended wincing in pain. Remnants of shattered gems spilled out into the muddy ground. Every single girl also wore a peculiar piece of jewelry – a ring that supposedly held on to a gem. It all then became clear to Elise.

" _This is not an engagement ring, or anything. It's my own personal treasure. It's very valuable to me."_

Elise lowered her head, wishing she had known the truth sooner. She wanted to ask why Lorelei would keep something like that from her, but there were more pressing issues on her mind.

"Will she make it?" Elise asked, her tone not very hopeful, "Will she be able to defeat this Witch?"

"Of the Puella Magi left in the world, Lorelei's chances are the best. But, chances are never an assurance for victory – it never is. Don't you remember how that chess match at Strasbourg played out?"

Elise gritted her teeth furiously, followed by an oddly composed smirk.

"I do remember how that match ended." Elise said, standing up confidently, "Lorelei won."

As Elise spoke, a blinding flash of light filled the sky, forcing Elise to cover her eyes. As her vision returned to her, the grey clouds that had covered the skies had been dispelled and the pale hands that hovered eerily ceased to exist. Elise's eyes brightened while Kyuubey merely gave a vaguely interested hum. All that was left in the sky was Lorelei, victoriously raising her scepter up to the heavens.

Elise's heart leapt as she was overcome with joy. However, she quickly realized her celebration was made too soon. Lorelei's shoulders drooped and her raised arm fell to the side. Moments later, her magical attire disappeared in a flash of white, replaced by her regular clothes, and she started to fall headlong into the river Somme. Lorelei was unconscious.

"Lorelei!" Elise gasped,

The French girl left her rifle and ran as fast as she could towards the river and Kyuubey followed in tow. The unconscious Lorelei fell into the river and made a large splash. When she resurfaced, the current of the river pushed Lorelei downstream. Elise was not discouraged. As a matter of fact, her feet moved faster, urged ever forward by her desire to save her friend.

In her desperation, Elise jumped into the river and swam after Lorelei. Somehow, she was able to catch up to her and painstakingly dragged Lorelei onto the riverbank. Once they were clear from the water, Elise laid Lorelei down on her back and checked to see if she was alright. The German girl was breathing heavily and was shivering cold. Elise did not have any dry clothes with her, so she embraced Lorelei as tightly as she could to warm her even by a little bit.

"It's all over now, isn't it?" Elise said as she held Lorelei in her arms, "She defeated the Dreadnaught Witch – Lorelei's going to return to her peaceful life now, right?"

"I hate to disappoint you, Mademoiselle de Lamarliere," Kyuubey replied, "But I don't think that will be the case."

"… Huh?" Elise's jaw dropped as her mind processed what Kyuubey had just said. "What do you mean that will not be the case?"

"Frau Lorelei Sankt has fulfilled the ultimate duty of Puella Magi and defeated the Dreadnaught Witch, yes." Kyuubey explained, "But in doing so, she has expended her power to a critical point. Her Soul Gem is approaching its limit."

Kyuubey's words made Elise shudder. She promptly let go of Lorelei and saw her friend's hands clutching onto a peculiar gold-encased gem. The gem was inherently white, but deep darkness was manifesting within it and started to take a checkerboard pattern. Lorelei's breath came in short, racking breaths and her body started convulsing uncontrollably.

"Don't tell me…" Elise's eyes widened, "Puella Magi… they… they become Witches, don't they?"

"That's a wise assumption." Kyuubey praised, "Yes, they do – and Lorelei knew this. Whenever a Puella Magi succumbs to grief, the darkness within her coalesces and she manifests into a Witch. When it comes to Dreadnaught Witches, though, there is one little addition to this scenario. It's what I like to call the Taint of the Dreadnaught."

"… Taint?"

"Only the strongest Puella Magi are able to defeat the Dreadnaught Witches. Once a Puella Magi is able to defeat a Dreadnaught, she effectively becomes the strongest Puella Magi in the world. She has defeated her nemesis – thus, there is nothing left for her but to take its place."

"I-In other words… Lorelei will be…"

"Lorelei Sankt will become the next Dreadnaught Witch." Kyuubey acknowledged, "That much is true."

"How could you do such a thing…?"

"I have a quota to fulfill, to put it simply." Kyuubey promptly replied, "If Puella Magi simply eliminated the Witches, then Dreadnaught Witches would have already ceased to exist and Puella Magi would have no purpose. But no. The war between Puella Magi and Witches is a cycle – one that will not end. Dreadnaught Witches fall, but the Puella Magi that defeat them will be there to replace them.

With each passing manifestation, the Dreadnaught Witches grow stronger and stronger. Thus more and more girls must take up arms in order to defeat them. It is a delicate balance, really, but my quota will be reached before long."

"Is that quota of yours all you ever think of?" Elise demanded

"Yes." Kyuubey said unflinchingly, "It is the same way that the only thing _you_ think of is Lorelei Sankt."

Elise shuddered, her heart skipping a beat.

"So what if that is true?" Elise argued back, "I won't let it end like this… after all that time we've been separated, I won't allow it!"

"I know that." Kyuubey's smile was ever-painted on his face, "So what do you plan to do about it?"

"I will break your cycle." Elise said firmly, "Lorelei's burdens and the burdens of this taint she has inherited, I'll help her carry them all! I'd give her my own life if I had to!"

"You say you would give up your life for her." Kyuubey wagged his tail, "But are you willing to forfeit your soul for her sake too? Make your decision now – Lorelei Sankt does not have a lot of time left."

Elise stood up from where she knelt and faced Kyuubey.

"I'll do it." She said determinedly, "I'll take your contract if you grant me one wish."

"And that would be?"

"Lend Puella Magi the power to share each other's burden – spread out the grief and the taint and make it easier to bear." Elise shouted, "Let Puella Magi come together and defeat the darkness as a whole!"

Lilac light surrounded Elise and a strong wind blew through the river Somme. Elise clenched her fist tightly then declared,

"I will not let Lorelei carry this burden alone!"

* * *

**First Interlude**

A teardrop falls on the face of Lorelei Sankt, rousing her consciousness. She slowly opened her eyes and saw a face – the familiar face of a familiar girl. There were tears in the girl's eyes, but a small smile was growing on her face.

"... Elise?" Lorelei croaked, causing the smile on the girl's face to grow brighter.

"Yes, Lorelei. It's me." Elise replied tenderly. "Don't worry, you're safe."

"But what about the Dreadnaught?" Lorelei asked, trying to sit upright from where she lay, "Was I..."

"You were able to defeat it, Lorelei." Elise assured her, "I saw you defeat it with my own eyes."

"Then my Soul Gem..." Lorelei hurriedly patted her pockets, looking for her Soul Gem, but she could not find it. She turned to Elise and saw her white gem, cleansed and sitting upright in her hand. Beside her gem was a lilac gem she had never seen before. Side by side, the two gems shone brightly.

"Elise, don't tell me you..."

"It's okay, Lorelei." Elise gave a reassuring smile, "I made a wish to save you."

"But that means you're a Puella Magi now and... and..."

"I know about that." Elise shook her head, "Puella Magi have a lot of responsibilities, but I don't mind."

The French girl then reached into her pocket and drew out the white queen piece she had always kept close by. Lorelei's eyes widened.

" Now that we're together again," Elise then spoke, "we can fulfill these duties together. That sounds good, doesn't it?"

Lorelei drew out her own chess piece – the black king – and was overcome with happiness. Both girls held onto their chess pieces, the tokens of their friendship kept safe as the years passed. Tears started to form in Lorelei's eyes.

"... Elise!" The German girl embraced her friend tightly, as if making up for the time they had been separated. "Yes! That does sound good. We will fight Witches and restore hope... together."

* * *

**Second Interlude**

The First World War would drag on for two more years before Germany and its allies capitulated in the Treaty of Versailles. During that time, Elise and Lorelei fought Witches together and were practically invincible side by side. Their Soul Gems resonated in tandem so strongly during battles that the Witches they fought seemed to fear them. The magic they wielded too was powerful and their fighting style, as other Puella Magi would say, was nothing short of a spectacle.

Lorelei's lightning incinerated minions from afar and paralyzed Witches and Familiars with shocking force. Elise's greatsword cut through even the most well-armored of their foes and her own steel-plate armor deflected any and every assault the Witches dared to do. Their proficiency in battle was the result of Soul Gem binding – the process that was borne from Elise's wish, and the process that saved Lorelei's life.

At the end of the war, in 1918, Lorelei and Elise visited the liberated Strasbourg together and decided to use their enhanced powers for the greater good. Over a bottle of 1918 Bordeaux wine, the girls drafted the charter for an international organization of Puella Magi. Together, they would seek out the Puella Magi of the world and gather them under one banner and fight Witches and Dreadnaughts together as an unstoppable fighting force.

Their glasses of wine clinked in the air and Salvae, Terrae Magicae was formed.

Elise opened her eyes again and she returned back to the Gumamela Building. In her hand was a glass of that same Bordeaux wine, raised in the same way she had raised it to mark Salvae's inception. She drank the wine slowly, savoring its taste while it lasted. The sound of Japanese fighter planes patrolling Manila then reminded her of the task she had at hand. She set the glass aside then took out a few rolls of paper detailing the blueprints of the Gumamela Building.

The organization she had formed with Lorelei Sankt would soon be besieged and she knew this - though she knew she was partially responsible for this backlash. Her sharp eyes studied the blueprints and she started to pen down notes and defensive plans. She had no intentions of letting the assailants taste victory.

...

.

…

In the halls of an abandoned building, Sayaka Miki gasped for air. Beads of sweat dotted her brow and her hand held on weakly to an unusual item – her Soul Gem. Clouds of blackness stirred in the core of Sayaka's blue gem.

This corruption had been brought about by Sayaka's reckless use of magic in a personal vendetta against familiars, but also a growing hatred of herself and her foolishness. The wish she made had been granted, but it was not appreciated in the way she had hoped it would be. The boy she had wished to heal was falling in love with another girl. Mami Tomoe was still dead and she had yet to make amends with her friend Madoka. In that silence, it all became clear to Sayaka. Her indecision caused her grief and this grief was starting to grow too heavy to bear.

Sayaka's panting filled her ears and bounced against the walls of the building. Then, she heard footsteps. The girl turned around and found an unwelcome presence – Homura Akemi.

"Why don't you understand?" Homura spoke as she approached Sayaka. "You have no power to spare. Focus on fighting Witches."

"Shut up. It's none of your business." Sayaka gritted her teeth, too tired to say anything more tangible.

"Your Soul Gem is at its limit." Homura then said, "You must purify it at once. Use this."

Homura tossed a Grief Seed that landed at Sayaka's feet. Rather than pick it up, though, Sayaka raised her leg and kicked the Grief Seed behind her. The Grief Seed rattled down the hallway with an empty, glassy noise.

"What are you plotting?" Sayaka demanded in an accusing tone. "Are you planning to use me the same way you used Mami-san?"

Homura's eyes suddenly grew sharp. The dark-haired girl pursed her lips and coolly evaded her question.

"Stop that. You're in no position to be suspicious." Homura said, "Are you so against being helped?"

Sayaka's mouth promptly opened, loosing determined, almost practiced words.

"I'll be a different kind of Puella Magi from all of you."

She then turned to Homura with a dejected glare.

"I will not cooperate with anyone who abandons or uses others. I'm sure Mami-san would have thought the same way."

Homura's face suddenly darkened, drawing a smirk on Sayaka's face. She had struck a sensitive vein in Homura and she knew it.

"I won't ask for payment, or anything." Sayaka continued, "I won't use magic just for myself."

"You will die." Homura then warned.

"I'll only die when I can't kill Witches." Sayaka countered, "That'll mean I'm useless anyways. So I don't care anymore…"

Sayaka's legs wobbled and the tired girl fell to her knees. Despite this, she still raised her dejected eyes up to Homura's.

"If I can't kill Witches, I have no reason to exist. The same is true for all Puella Magi, right?"

A moment of silence fell between them as Homura considered Sayaka's words. Then, the dark-haired girl spoke again in her neutral tone.

"Why are you doing this? I just want to help you."

"Why, indeed…" Sayaka hummed weakly. She then gave Homura a cold glare. "It's because I know… that you're a liar. Your eyes say that you've given up – like they've seen things you would never dare speak of. Everything you say is empty – purposely clouded for your own interests. You just said you're doing this for me, but I know you're really thinking something else.

You can't fool me."

A grim air suddenly surrounded Homura as she spoke with a rattled voice, "You are making Madoka suffer."

"Madoka has nothing to do with this." Sayaka replied innocently

"Yes, she does." Homura's sharp eyes stared right back at Sayaka. "All of this is for her sake."

Suddenly, purple light surrounded Homura and the dark-haired girl transformed into her magical form.

"You're very smart." Homura spoke scathingly, delivering her ultimatum "Yes, you're absolutely right. I'm not doing this to help you. I don't want Madoka to see you destroying yourself."

Homura paced forward towards the kneeling Sayaka and stood before her with an imposing stance.

"If you refuse me now, you will certainly die." Homura's words started to brim with murderous intent. Her left hand started to glow in a blinding purple light. "If you continue to cause Madoka pain… I will personally, right here, kill you, Sayaka Miki."

* * *

**Episode 13 Preview**

With stout hearts and heads held high,

We march forward towards our tomorrow.

The shadow of a Witch looms over each and every one of us,

And yet we are fed to the fires by a malevolent tyrant!

No longer!

There is no turning back now.

This is our destiny.

-Serafina Larivenko-

* * *

**Epilogue**

The Padre Faura campus of the Ateneo de Manila was a small, quaint establishment run by Jesuit Priests and nuns for post-secondary education in various fields. Its days as an educational institution, however, was halted at the outbreak of the war and the priests and nuns found themselves taking care of various refugees and homeless citizens and they accepted everyone who came to their aid.

There, those seeking refuge were free from the oppressive kempeitai and were given at least two marginally decent meals. As speculations of the return of the American forces started to become realities, the wards of the Jesuit priests and nuns grew day by day. Among their latest guests was a group of girls who came to them in the middle of the night.

"Feel free to stay here as long as you want, girls." The nun that took them in said, "However, we've run out of space in the main living quarters. I hope you don't mind staying in our storehouse."

"The storehouse will be fine." The eldest of the girls, a brunette American wearing a ponytail said. "As a matter of fact, that would be perfect."

The nun gave them a nod and led them to the storehouse that would soon become the girls' new home. Once the nun had showed them around, she left to lend a hand with preparing breakfast, leaving the girls alone. The girls closed the door of the storehouse and started to unpack their things.

Many of the refugees came with little more than the clothes on their back and the shoes or slippers on their feet. The girls, however, brought wheeled trunks and large suitcases with them to the Padre Faura. They popped open the lids to reveal their contents. There were clothes, books and various memorabilia the girls had taken. Among these necessities, though, were an assortment of high-end weaponry – M1 Garands, Mark II grenades, M1911A1 pistols, and even bazookas, all of them with an abundance of their corresponding ammunition.

A Ukrainian girl inspected these weapons and made a list to account for each and every one. She then waved her hand and the weapons disappeared from sight, under a veil of magic.

"Alright, girls." The Ukrainian smiled, "Let's prepare for war."

**To Be Continued**


	13. This Is Our Destiny

  **Prologue**

The storehouse of the Padre Faura campus was a small and cramped space and was filled with a host of curious items. Old shelves held outdated academic journals written in Spanish or Latin and records of students and faculty staff that no longer studied or taught in the Ateneo de Manila, or were still alive, for that matter. Instruments like pianos, trumpets and guitars were scattered about as well, gathering dust as they sat unused for years.

This was the place Serafina and the rest of the girls would use as their new headquarters – the place they would call their home. There, they would have a roof over their heads and have decent meals two or three times a day if they're lucky.

Had the situation been different, they would even say that they were living under the protection of the Jesuit priests and nuns who selflessly took them in. However, as Puella Magi, it was really them who were protecting the people at the Padre Faura. As such, they decided to take turns standing watch at the entrance of the campus should a Witch manifest nearby or if one of Salvae's agents comes around looking for trouble.

In all regards, the Padre Faura campus was a far cry from the luxury the girls from the _Edificio Gumamela_ were used to living under. The Maultier's storehouse of Salvae's Manila branch was much more grandiose than the storehouse they had been lent, but they could not complain. The place they had left behind was now Elise de Lamarliere's citadel – a citadel they plan to reclaim with force.

Once the girls finally settled down to the storehouse, they quickly got down to business – preparing to strike down Elise de Lamarliere. The girls all knew what they had to do. The only question now was how to carry it out.

Elise had a significantly large stockpile of Grief Seeds and a powerful army at her disposal, ready to protect her in a heartbeat. The remaining girls of the Manila Branch were numerous, as were the secretive Incognitas that Elise commanded. Without a doubt, the Incognitas would be called out to defend against the siege.

In stark contrast, the girls of the Padre Faura had a limited supply of Grief Seeds. Their numbers were small and most of them were inexperienced fighters, especially the Aspirants. Even Ligaya, talented as she was, felt as if her skills in combat were lacking. As it stood, only Audrey, Michi and Serafina were prepared to fight.

"Serafina, American." Michi then spoke, "The two of you have handled leading military units in the past, right?"

"We have, yeah." Audrey confirmed, "Why do you ask, Jap?"

"I want the two of you to work together." Michi replied, "Draft us a good battle plan. Help us overcome the enemy with strategic maneuver."

Audrey and Serafina then exchanged worried looks.

"I think we can do that, comrade." Serafina spoke hesitantly, "In all honesty, though, we don't have a lot to work with here. I don't know how long the Aspirants would last in an open battle."

"Don't worry about that." Michi shook her head, "Leave that to me – I'll train them into fighting form. Give me time, and I we will have a formidable army."

Michi then turned to Ligaya. "And I want you to help me Bb. De la Cruz."

"… Me?" Ligaya asked, surprised that Michi would ask for her assistance.

"The Aspirants listen to you and to the American." Michi explained, "You will be more help to me than you think."

The surprised look on Ligaya's face was slowly replaced by fascination. "Alright, I'll help you out Michi!"

Ligaya then smiled at the Aspirants. "We'll all do our best to get stronger, right girls?"

The girls cheered in unison, drawing a satisfied smile from Audrey. For a moment, that glint of confidence she had seen in Sgt. De la Cruz before a big battle flickered in Ligaya's eyes.

"Let's get to work then!" Audrey clapped her hands together. She and Serafina gathered some maps, papers and pens to start their planning while the rest of the girls went off with Michi and Ligaya to start their training.

"Heh." Serafina then chuckled, "Seems comrade Hideyoshi trusts you more than I thought she does."

"What are you trying to imply?" Audrey asked with a raised brow.

"Nothing at all, comrade Audrey." Serafina smiled, "Now let's get started on that plan. If we play our cards right, Elise won't even see it coming."

And so, preparations for the siege began.

* * *

  **Act XXXVI – A Moment's Rest**

Not too far from the Padre Faura campus was the famous Rizal Park, a large open space lined with trees and adorned with a monument in honor of Jose Rizal, the Philippines' national hero. As day turned to night, electrical lampposts flickered throughout the park and lit up its promenades.

In more peaceful times, these lights signaled the Manilenyos to come out to the park to enjoy the fine weather, chat about the day that had passed and to bid that day goodbye. As the Japanese-sponsored government felt that an American re-conquest of the Philippines became more and more of a reality, these lampposts now signified that the curfew would soon be in effect in the city. The Rizal Park would then become void of its casual visitors.

Empty and spacious, the Rizal Park was the perfect place for training. Every night, as the lampposts went on, the girls travelled together to the park. Serafina would shroud a portion of the park in her magic and Michi and Ligaya would begin training the Aspirants. As the Japanese girl and the Filipina sparred with the Aspirants and taught each other combat tactics, Audrey and Serafina looked on and developed their grand strategy. They would then return to the Padre Faura later once they called it a day, coming back in time for dinner.

As Audrey watched, she saw that Michi was truly giving her all to train the girls into fighting shape as she had promised. The Japanese girl would go out on a limb to teach the Aspirants her flavor of the art of war and to make sure that each and every girl learns it properly. All of them wanted to see Elise dethroned and punished for her crimes, but it was Michi who wanted this the most – and Audrey could see it.

At the end of the day, it was Michi who was the most tired of the group and yet, she made nothing of it. She did not ask for more food during their meals. She did not ask for longer breaks and woke up early almost religiously. She even fulfills her guard duty at the entrance of the campus on top of her training duties without complaint. She would sit on the flat-topped concrete balustrades and face the campus's entrance to watch the city of Manila vigilantly into the night.

"Doesn't she ever get tired?" Audrey muttered to herself, yawning as she went through her portion of the battle plan again. Her yawn bounced against the walls of the storehouse they had been lent.

"Comrade Hideyoshi is a really tough cookie, I'll give her that." Serafina rubbed her eyes before stretching in her seat. "In any case, we've done well tonight. The plan is almost finished."

"We'll have it done by tomorrow, for sure." Audrey agreed, "So, meeting adjourned?"

"Yeah. Sounds good." Serafina nodded, "You still have your guard-duty shift to fulfill after all – you have to go anyways."

"Ah, darn." Audrey sighed, scratching her face. "Who's out there right now?"

"Hmm…" Serafina checked her timepiece, "It would be comrade Hideyoshi. Go ahead and relieve her – I'm sure she could use some rest."

"Alright then." Audrey stretched a little bit as well. She then stood up and headed for the door. "I'm off."

The American stopped at the door and reached for the knob. Before she could touch the brass knob, though, the door opened and Ligaya entered the storehouse along with the other Aspirants who seemed tired. Michi worked them extra hard that evening, it seemed, and they were returning to rest. Ligaya, however, was still cheerful and positive.

"You guys are really starting to improve, you know." The Filipina praised, "If Michi didn't think you guys had a chance, she wouldn't be training us as intensely as she does! Have some more faith in yourselves!"

Ligaya then noticed the American standing at the door. She greeted Audrey with a warm smile.

"Good evening, Audrey!"

"Good evening to you too, Ligaya." Audrey replied, "You're doing well as the Jap's assistant, it seems."

"Well, I guess I have the knack for being an assistant." Ligaya laughed. "Everyone has to do their part, right?"

"Yeah." Audrey nodded. The American then laid a hand on Ligaya's shoulder. "You're becoming stronger, Ligaya. That's good."

"Thanks." Ligaya smiled, "But I wouldn't have grown to be like this if it weren't for you, Audrey. You still _are_ my mentor, after all."

"That's true, that's true." Audrey laughed. She then turned to the Aspirants at Ligaya's tail. "And you girls listen to Ligaya and follow Michi's orders, okay? That Jap knows what she's doing so do your best to learn from her – got it?"

"We will!" The Aspirants said, almost in unison.

Audrey bid the girls farewell and strolled off to the campus entrance. The American girl casually reached into her pockets to take out her box of matches and her tin of cigars. She took out a cigar and bit one, leaving her free to keep her tin and to light a match. She then found Michi perched up on her usual spot on the balustrades, facing the Manila cityscape.

Moonlight flowed down from the heavens, illuminating the edges of Michi's silhouette. From where Audrey stood, she saw the full figure of Michi. She was small girl, only a little bit taller than Ligaya but not by much. Her long, dark hair, fluttering in the evening breeze, was well-kept, straight as if they had been combed nightly. The sight made Audrey shrug as she went on over to the balustrades to replace Michi on guard duty.

"Come on, Jap. It's my turn to watch the front," is what Audrey would have wanted to say. However, as Audrey got closer, she saw Michi's head lulled forward a little bit. The Japanese girl had fallen asleep.

The American blinked, the lit match still in her hands. With a sigh, she blew on the match and put out the flame. She then pocketed her cigar and raised herself up to the balustrades to sit beside the sleeping Japanese girl.

"You know, Jap…" Audrey started, speaking her thoughts out softly, "Maybe I was wrong about you."

Audrey turned to Michi, hoping for some kind of reaction. There was none. She really had fallen asleep. Audrey stretched her arms and leaned back lightly to face the moon.

"You're much more thoughtful than you look." Audrey continued, comfortable in that peaceful scene, "You've been looking out for Ligaya and me all this time, but I just ranted about you being this and that. If you hadn't shown up in Mariveles, that goddamned Witch would have gotten me – and there'd be no one to look after Ligaya.

Even now, you're still watching over us and the rest of the girls. You're a much better guardian than I'd ever hope to be."

As Audrey spoke, a gentle breeze blew by and the Japanese girl shivered for a moment. Audrey saw this and sighed.

"Sheesh…" Audrey unbuttoned the jacket she wore and laid it gently over Michi's back. "You're going to catch a cold if you push yourself too hard, you know."

All of the sudden, Michi started to lean sideways towards Audrey. She rested her head on the American's shoulder, catching Audrey by surprise. A small, motherly smile then grew on Audrey's face and she rested her arm on Michi's shoulder to keep her from falling.

"You act all cool and tough around us, and you fight like a whirlwind for damn sure." Audrey patted Michi's back gently, "Puella Magi or not, you're still a young girl like the rest of us. You ought to take care of yourself too.

"After all, the only way we're going to win this battle is with your help, Jap." Audrey then looked up to the sky again with a hopeful gaze. "Or should I say, Michi."

Just like that, Audrey stood guard with Michi at the entrance till the early morning.

As the sun slowly started to rise, Ligaya de la Cruz came over to the balustrades as well to relieve Audrey and to call her over for breakfast. Instead, Ligaya found Audrey and Michi there at the outlook – both of them were asleep. Ligaya's footsteps reached Audrey's ears and the American quickly sat upright.

"Oh my…" Audrey gasped, "It's morning already? Did I…?"

Audrey's panic then caused the sleeping Japanese girl to finally stir.

"Morning, sleepyheads." Ligaya teased, "Breakfast will be served soon – and Serafina called a meeting too."

"Right…" Audrey rubbed her eyes, "We'll be there, Ligaya."

The Filipina girl nodded and trotted back to the storehouse to join the other girls for breakfast. Audrey gave a yawn and was about to lift herself off the balustrades when a small hand tugged at her sleeve.

"This is your jacket, right?" Michi asked, her tone a little shy. Audrey turned to Michi and nodded. The Japanese girl then gave Audrey a sly smile. "Thanks."

"Oh, you didn't really think that I actually _hated_ you now, did you?" Audrey asked with a raised brow.

Audrey's remark drew a giggle from Michi and the two of them went on to the storehouse to join the others.

* * *

**Act XXXVII – Poised to Strike**

Michi and the girls of the Padre Faura sat in the storehouse for breakfast that morning, huddled together in a small circle. Hastily cooked hard-boiled eggs with salt and rice were served to them by the nuns, along with a small tray of surplus biscuits and flagons of water for good measure. They ate their rudimentary meal in silence then turned their attention to Audrey and Serafina. The two of them drew out their notes and maps and started to present their plans.

There were three pillars to Elise de Lamarliere's immediate defense, they would point out. These were the girls of the Gumamela Building, the Incognitas and the Japanese Army's Manila Garrison. Together, the three pillars would effectively protect the Gumamela Building from any and every attack. Elise would have eyes watching the entire city for them. If Elise's Puella Magi did not find them, the Japanese soldiers would. This balance of power, however, would not last for much longer.

Serafina set a small short-wave radio before everyone and turned it on, tuned in to illegal international broadcasts – secret secondary frequencies that Audrey remembered from her days in the USAFFE. The fears of the Japanese government were slowly but surely being realized. The United States Navy, their pride tattered by the surprise attack at Pearl Harbor, inched closer and closer to the Philippine Islands. Carriers ferrying countless squadrons of aircraft and transports carrying the troops and armor of the United States Army were poised to begin the Allied powers' Philippines Campaign.

Emboldened by this impending invasion, reports were coming left and right of resistance movements sprouting all over the country – most prominently, the Hukbalahap. From their jungle and mountain outposts, the guerillas started to raid Japanese motorized convoys and even minor Japanese encampments in the countryside. The rebel attacks had escalated to the point that the Japanese Army was forced to mobilize whole brigades to quell them.

"Look outside, girls." Serafina then said, pointing to one of the storehouse's windows. "The Japanese troops are pouring out of Manila by the truckload! At this rate, Elise won't be able to count on the Japanese Army to back her up before long."

"That takes care of her third pillar, then." Michi assumed. Serafina replied with a nod.

"On top of that," Audrey then added, "If we time our attack right – say, during a major American air raid – we'll have the element of surprise going for us."

"I'll also be able to use as many planes as I want then!" Ligaya cheerfully hummed. "Though I may have to stick to the new models – I doubt the US Air Force would still be using Peashooters."

"Indeed, comrade de la Cruz!" Serafina added, "And I've gotten hold of some of my old contacts –we might be able to count on a little extra help when we need it."

"It seems you have it all planned out now, huh?" Michi smiled wryly, turning to Audrey.

"You told us to make a plan. We made a plan." Audrey replied with pride. "So what do you think?"

"It's good – sound and solid." Michi nodded in approval, "I have no qualms with it… but…"

All of the sudden, there was a commotion outside at the courtyard of the campus. Armed Japanese men arrived at the gates of the Padre Faura and, despite the pleas of the priests and the nuns, started to comb through the campus at their pleasure.

"Kempeitai." Michi whispered, turning off the short-wave radio "Military police – we need to hide."

"On it." Serafina whispered back. The Ukrainian waved her hand and a blanket of magic filled the storehouse. Just as the Japanese military policemen kicked open the door, the girls disappeared from sight. The girls held their breaths as the Japanese men swept around the storehouse.

" _Nani mo nai_. (Nothing here)" One of the men then said, taking one last look at the room before shaking his head. " _Ikimashou_. (Let's go.)"

The military policemen rallied together outside then started to leave the campus, but not before threatening the people with leering glares. Everyone at the Padre Faura knew that they would be back – that was a certainty. If the kempeitai would return in a fouler mood, the girls didn't want to think of what they might be compelled to do.

"Tch…" Serafina shook her head, waving away her magic veil, "This'll be a double-edged sword then, huh."

She then looked at her maroon Soul Gem, darkened ever so slightly by that one encounter. A serious look grew on the Ukrainian girl's face. "If this is how it's going to be, we're going to have to act soon. I can only hide us like this so many times before we run out of Grief Seeds."

"Then we shall act soon." Michi spoke determinedly, handing Serafina one of their treasured Grief Seeds. "The playing field is as even as it will ever be. We need to take decisive action. Once the girls are all ready, and once your reinforcements arrive, we will time our attack with the first American air raid we can catch. Until then, continue to hide us."

"Understood, comrade." Serafina nodded. "And when the time comes, we'll give Elise a performance she will never forget."

* * *

**First Interlude**

Halfway around the world, at the wharf of the San Francisco Naval Shipyard, Lorelei Sankt sat by herself in silence. With her shoes and socks at her side, she waded in the water and looked out to the Pacific Ocean – or at least what she could make out of it. The thick San Francisco fog that wafted around did not allow her to see far, but she still looked on.

In the Magni Domina's hands was a telegraph barely two days old. It was a telegraph from Manila – a telegraph from Elise. Unlike the many lighthearted messages and telegraphs they had exchanged throughout their friendship, this telegraph was a call for help.

" _The killers have consolidated their strength. They are preparing for war as we speak… and I firmly believe that the Gumamela Building will be their first target._ "

The Magni Domina didn't like messages like these – she never did. Messages like these made her worry about her friend. The two of them had been separated by war once. Though the circumstances were different now, Lorelei was not intent on losing touch with Elise again.

"Audrey Burnham and Ligaya de la Cruz…" Lorelei then muttered to herself, remembering their faces and their voices in her mind. "Dear Serafina and that good-hearted interpreter too…"

Lorelei's lips formed a frown. "The girl in the blue kimono…"

That blue kimono Michi wore and the murderous air the Japanese girl had around her when she fought in Japan flashed in Lorelei's head. The Magni Domina shook her head.

It was then that she remembered something that Serafina had told her once in the past – a curious thought the Ukrainian had when they met in the ruins of the Stalingrad Branch, the branch that was picked apart by the killers.

" _Do you suppose that Elise knows something about the killings she refuses to tell you?_ "

Abhorred by the thought, Lorelei gave her a firm reply.

" _Elise would never hide anything from me! Please, do not doubt her like this._ "

That was the last time Serafina and Lorelei spoke about the matter. Looking back at it now, Lorelei would have wanted to ask why Serafina would have thought such a thing. Now, with the way things stood, the chances of her asking Serafina that question were gone.

Footsteps coming from behind her reached then Lorelei's ears, prompting her to raise herself up to the wharf and turn around. Three girls stood before the Magni Domina, the Carissimas of the most prominent branches of Salvae in North America.

" _Carissima de la Ciudad de Mexico_ ," said the first girl, " _listo para accion_!"

" _Carissima de la ville de Quebec_ ," announced the second, " _prêt pour l'action_!"

"Carissima of the city of San Francisco," the last girl declared, "ready for your orders, Magni Domina."

The three girls then each gave Lorelei stiff salutes. Lorelei returned the gesture, though not as zealously as the three girls.

"How many girls will we have on this expedition?" Lorelei asked.

"About a hundred and fifty." The San Franciscan said, "Surely, we have the strength to crush these killers once and for all."

"Hopefully…" Lorelei's mind started to wander off. The three Carissimas looked at each other. None of them expected such an airy response.

" _Excusez moi_ , Magni Domina." The Quebecer then came forward, "Are you feeling alright?"

" _Si_ , _mi jefe_." The Carissima of Mexico agreed, hints of worry in her tone as well. "You seem out of it today."

The Magni Domina lowered her head for a moment in thought. No matter what she did, she found no reason for people like Audrey, Ligaya and Serafina to choose to fight Salvae. Even the secretive Michi, the girl in the blue kimono, fought to protect her in Japan. If she did choose to carry on with her Philippine Expedition, she may very well have to cross blades with these girls. The very thought of that sent chills up her spine. However, if she chooses not to go, her friend's life may be in danger.

"Sorry." Lorelei then said, picking up her socks and shoes. "It's just that my feet are a little bit cold."

Once her feet were dry, she slipped into her shoes and spoke in a decisive tone.

"I'm ready to go. Elise needs our help – we can't delay any further."

Should they cross blades in Manila, Lorelei thought, so be it. This was a battle she would have to fight – but would she make it in time?

* * *

**Second Interlude**

It was a few minutes to 8PM in the evening at the fourth floor of the _Edificio Gumamela._ Under the light of a small electric lamp, the Carissima peacefully went through her paperwork with a businesslike air about her. At her side stood the white queen chess piece, vigilantly watching the Carissima as she worked. With the white queen at her side, the Carissima felt at peace.

"You will be back in Manila soon, won't you Lorelei?" Elise thought as she saw the piece in the corner of her eye."It's only a matter of time."

Her mind then wandered away from her stack of papers and the Carissima sank into her chair with a satisfied smile. As she sat, the evening din of the city of Manila gave way to the clear ringing of the bells of the Manila Cathedral. Elise closed her eyes and let the sound of the bells fill her ears, counting each and every strike. It had become a habit of hers to count the strikes of the cathedral bells – they reminded her that time was passing, moving ever forward.

However, the 8PM bells sounded off. The first six tolls were clear and pleasant, but the seventh sounded muffled somewhat. Strangely enough, the eighth strike never even came. Just as Elise realized the oddity, her small table lamp flickered for a moment before turning dark and letting the moonlight take its place.

It was a brownout. Elise shook her head with distaste. She promptly reached for the telephone unit perched atop her desk and picked up the receiver. Elise put her finger on the dial and readied herself to give her contacts in the local power company a piece of her mind. As she set the receiver to her ear, though, Elise's heart skipped a beat. There was no dial tone. Elise's eyes narrowed.

The Carissima stood up from her chair and looked out of the window and was shocked by what she saw. The other buildings of at the _Calle Escolta_ had lost power as well, but the streetlights of the other streets still shone bright. What made matters worse was that Elise could see the people of Manila in a frenzied panic, running for their dear lives, but Elise could not hear their cries.

"Carissima!" One of Elise's Zealots rushed into the room with a gas lamp in hand, "The sirens haven't gone off in the city yet, but there's going to be an American air raid tonight!"

"I doubt that." Elise said, her eyes still watching the people of Manila. Many of them covered their ears as they ran while the rest pointed up to the sky in fear. "The air raid sirens have already gone off. It's just that we can't hear them."

The Zealot scratched her face in confusion. "So, should we get the girls to go down to the basement and take shelter?"

"No." Elise said with a stern voice, turning around to face the Zealot. "Get the girls ready for battle and light the candles in the halls. The rebels will be making their move. Tonight."

"Tonight…?" The Zealot then gasped, realizing the full breadth of the situation they were in. " _Dios mio!_ I'll get them ready right away!"

Hurriedly, the Zealot rushed out of the room and blurted out orders in Filipino then in English, lighting the candles as she passed them by. The now candle-lit halls of the Gumamela Building were soon filled with the sound of footsteps of girls mobilizing to their battle formation. Soul Gems of a multitude of colors reflected the candlelight as the girls swiftly organized their defense.

In the midst of this chaos, though, Kyuubey just walked on through the halls at his usual carefree pace. Without a care in the world, the little white creature entered Elise's room and sat down leisurely.

"So it has begun, huh." Kyuubey spoke with intrigue in his voice, drawing Elise's ire. "Do you believe you are ready?"

"I have just finished giving orders to my Incognitas." Elise spoke evasively, finding herself an oil lamp and some candles to light. "We would outnumber them four-to-one."

Elise then pointed up to Manila's night sky where squadrons of American carrier aircraft loomed in the horizon.

"Lorelei arrived with the US Pacific Fleet at Leyte only two days ago." Elise added, "If the American planes can reach this far, then Lorelei and her army would be close by. The rebels' offensive is doomed to fail."

Kyuubey blinked at Elise's words and wagged his tail. "Just like your efforts to overcome the…"

"No." Elise growled at the creature, "I will succeed. I will win this battle and I will overcome your curse! I'll…!"

As Elise was speaking, she was interrupted when the Gumamela Building was rocked by an explosion. It was a 105mm howitzer shell – the type fired by the highest caliber gun she had given to Audrey Burnham in blueprints. Now, it was going to be used against her.

The first explosion was followed by a salvo of five or six more, striking the building in rapid succession. Elise held onto her desk to keep her balance, but her eyes bulged in shock. The white queen piece she treasured had tipped onto its side and was about to roll off the table. The Carissima dove down to the ground and barely caught the falling piece in her hand.

"I see." Kyuubey then said, "It seems the things you value have not changed."

"And they never will." Elise rose back up to her feet, "No matter what, I will see this through to the end."

She pocketed the chess piece and drew out her lilac Soul Gem, surrounding herself in bright, lilac light.

"After all… this is all for her sake… and she doesn't have to know."

* * *

**Act XXXVIII – Battle of the Calle Escolta**

Fragments of fiery stone and charred wood fell from the façade of the _Edificio Gumamela_ and onto the empty sidewalk of the _Calle Escolta_. The Gumamela's sturdy double doors that had been fortified by one of the most modern mechanism of bars and steel screens lay in smoldering ruin. The 105mm howitzer shells proved too strong for the doors to withstand.

Smoke rose from the barrels of a line 105mm howitzer guns that promptly disappeared in a flash of amber light. A certain American girl, sporting her cavalry coat and ranger's hat, held on to her golden scarf that waved in the evening Manila wind. Behind her was a young Filipina girl, wearing her collared olive-green shirt, mechanic's overalls and puffy light-green skirt, and six other girls clad in their magical attires.

The Filipina held an M1 Garand firmly in her hands while the rest held onto Thompson submachine guns and Sturmgewerhr 44 assault rifles that reflected the moonlight. Every gun the girls had each bore a similar accessory – a thin red ribbon tied to their stocks, their sign of defiance.

Startled by Audrey's first salvo of howitzer fire, the defenders of the Gumamela Building rushed to garrison their building posthaste. By the windows and on the roof, the defenders took their positions and a line of girls promptly replaced the doors Audrey had just destroyed. The Zealots of the Gumamela wore stoic faces, prepared to push back the rebels should they dare to take another step forward. The defending Aspirants, however, were more hesitant. Though their weapons, both magical and conventional, were all drawn, they did not seem to want to fire at the girls they had once called their sisters-in-magic – girls they had once seen as their friends.

The armed girls standing behind Audrey and Ligaya shared this reluctance, but their hearts were much, much more stout. Ligaya laid a hand on Audrey's shoulder, drawing a determined nod from the American. Audrey picked up an M1918A2 Browning Automatic Rifle that sat at her side, a red ribbon also tied to its stock, and held it firmly lest it should fall. She then took a deep breath and roared her orders.

"Forward… March!"

With that command, Audrey and Ligaya slowly marched forward and the girls behind them followed in two tight columns. Their eyes were set on the Gumamela Building and its defenders, but did not shoot. Strangely enough, neither did the defenders, much to the distraught of the Zealots.

It was an indescribable moment for both sides. Different as their hopes were, it was a moment of parity and maybe even understanding between them. The girls marching forward through the _Calle Escolta_ held out a lingering, yet fleeting hope that the girls of the Gumamela would somehow lay down their arms and let them through. The junior defenders, on the other hand, wished for the same and that the rebels would come and join them in the Manila branch of Salvae again.

Both sides knew the folly of these hopes. As black smoke wafted up from the smoldering doors, one thing was certain – the die has been cast. The only question now was when it would fall.

Step after step, inch after inch, the distance between them grew closer and the tension rose to fever pitch. Who would be the first to break this deadlock? Neither the rebels nor the Aspirant defenders knew. The Zealots who watched the advance from the rooftop, however, knew that it would be soon.

As Audrey and company advanced through the _Calle Escolta_ , they passed by the intersection of the Escolta and Burke roads. The thunderous sounds of running feet reached Audrey's ears. The American girl turned her head to its source. Her brow quickly furrowed.

Girls in magical attire came rushing towards Audrey's formation from the Burke road, every girl wearing that ominous black shawl Audrey had grown to despise. It was an ambush.

Her eyes turned back to the Gumamela Building and saw the Zealots voicing out their orders to the Aspirants, albeit angrily. The first shots from the Gumamela rang through and struck at the road beneath the girls' feet. The moment of parity that had existed between them was over.

"There's no turning back now." Audrey growled. "Ligaya! Cover, please!"

"Roger!" Ligaya waved her hand and a blinding flash of olive green light coalesced in front of her and Audrey. When the light subsided, the most modern tank in the service of the United States Army appeared – the M26 Pershing. It's 704 horsepower Continental engine hummed huskily and its 90mm M3 gun was trained at the Gumamela Building – the powerful machine she had finally been able to master drew a smile on Ligaya's face.

"Keep moving!" Audrey then cried, urging her formation onwards. Ligaya's tank slowly rolled forward, deflecting anything and everything that struck its tough hull and turret, and the girls followed behind it. "Remember girls, conserve your magic! Stick to your guns!"

Protected by the tank, the girls turned their attention to the Incognitas rushing from the Burke and open-fired.

The Incognitas were pounded by a wall of accurate lead that struck down two or three of their number and injured many more. Despite this, the Incognitas started to close in on the girls as they approached the intersection. Before the Incognitas could get anywhere near, though, the rooftop of a small two-story building was illuminated by flashes of gunfire. The crack of rifles echoed in the intersection and Incognitas fell. The girls who had come in to ambush Audrey and company soon realized that they themselves had run into an ambush.

Atop that two-story building, four girls armed with Mosin Nagant rifles fitted with bipods and telescopic sights who rained rifle rounds onto the Incognitas mercilessly. These were the remnants of the devastated Stalingrad Branch – the allies Serafina had called to aid them.

"We'll hold these Incognitas down here." One of the Russian magi then told Audrey, "You go on ahead and press onward, comrade!"

The girl then gave Audrey a casual salute that Audrey returned. Two of the Russians then hopped off the building, one with a Cossack blade and the other with a war-hammer, and started crushing the Incognitas' vanguard. The other two girls kept shooting their rifles, picking away at the Incognitas one by one. Thus, the girls of the Padre Faura pressed forward.

From the rooftop of the Gumamela Building, the Zealots watched the tank come closer and closer to the front doors. So far, nothing they or the other defenders did to stop the tank and the girls behind it have been futile. All of the sudden, the tank stopped moving forward and aimed its 90mm gun up to the rooftop. The Zealots promptly took cover as a 90mm high-explosive shell blasted the roof. Audrey and the rest of the girls behind the tank also had their guns trained on the rooftop and were shooting at the girls stationed there. They ignored the girls at the windows, and even those defending the wrecked front door.

What were these rebels planning to do? As a second 90mm shell struck the rooftop, the Zealots didn't have the slightest clue. They just lay down on the ground, hoping not to get hit by stray bullets, debris or yet another tank shell. Their cluelessness and guessing would not last long, though.

The deafening roar of a four-engine aircraft rang in their ears. The Zealots turned their eyes to the sky and saw the most unwelcome sight – a B-17G Flying Fortress flying low, headed straight for the _Edificio Gumamela_. Without a doubt, this was a plane commanded by the rebel Ligaya de la Cruz.

"They're going to bomb us!" The Zealot shouted, almost in a panic. "Take cover!"

With hands over their heads, the girls in the rooftop curled up and hid under anything that could protect them. Louder and louder, the four engines of the Flying Fortress grew. Heavy bombs would start to fall at any given moment, their ominous whistles sealing the girls' doom. No whistling would reach their ears that evening. Even as the plane passed over head, no bombs fell to strike them down.

Instead, as the girls opened their eyes, the Flying Fortress fizzled into green light. Two figures leaped out of this bright light; a certain Ukrainian girl in her Equestrian-Grenadier outfit and the legendary Japanese magi – the girl in the blue kimono. They landed gracefully on the rooftop and quickly summoned their weapons, their blades shining in the moonlight.

"Larivenko, you traitor!" One of the Zealots then howled, "You're a Carissima – how dare you turn your blade against us?"

"Well, I should be asking you the same question, 'comrade'." Serafina said, pointing her rapier at the Zealot's face, "How dare you slaughter the Aspirants like mere cattle?"

"So, what now?" The Zealot challenged desperately, "You're going to kill each and every girl in the Gumamela?"

"No, we would rather not." Michi then spoke, her naginata firmly in her hands. "If you wish to walk away from this conflict, you are free to do so. Otherwise, stay out of our way."

As Michi said this, the Aspirants on the rooftop dispelled their weapons and threw away their guns. The Japanese girl stepped aside and let the Aspirants flee. Now, only the Zealots were left on the roof but they made no move for the stairwell. They stood up from where they lay and took steeled stances.

"We are loyal to the end." The eldest Zealot then spoke, "We will not let you lay a hand on Elise de Lamarliere."

"Very well, then." Michi said as she and Serafina faced off against the Zealots, "We will have no regrets."

A flurry of precise slashes and whirling swipes ran through the Zealots who were cut down like grass. Their blood splattered in lines and pooled on the rooftop and fragments of their broken Soul Gems scattered into the air.

"Now then." Serafina then turned to Michi, "Let's find that Elise and end this."

* * *

**Third Interlude**

In the room of Elise de Lamarliere, two Zealots stood before the Carissma, telling her how their girls were faring in battle. As the Zealots spoke, Elise sat before her chessboard and listened to every excruciating detail the Zealots would tell her. The Carissima would move the pieces, both the black and the white, on the board, depicting the clashes as they occurred in succession. Once the Zealots finished, the Carissima firmly gave her orders.

"Hold the line for now." Elise said, still moving the pieces around the board. "Keep them pinned down at the _Calle Escolta_ and don't let them near the front doors. We just need to last until our Lady Lorelei Sankt arrives."

"B-but that tank...!" One of the Zealots argued

"I will handle that tank." Elise reassured, "Let me just iron out the details and I will join you at the front."

"Yes, Carissima!"

The two Zealots took their leave and rushed back to their posts with the Carissima's orders. Left alone in the room, Elise continued the chess game she played against herself. One move after another, the attackers and defenders danced in that ballet of war. Ground was given and ground was gained – both sides drew and lost blood. However, only one side can be victorious in war.

Roars of the four engines of the B-17G Flying Fortress that flew low over the Gumamela Building rattled in Elise's ears but no bombs fell and struck at the roof. Elise's eyes then bulged in realization. In her game, it was the attacker's turn and the attacker would deal her defense that very same, fateful move that set her life into motion.

With a shaky hand, Elise reached over the table, picked up the white queen and brought it over to her. The white queen knocked down a pawn and landed on a square where she was protected by the white bishop, rook and knight – a square right next to the black king. The large image of Delacroix's _Liberty Leading the People_ on the wall opposite to her then loomed down on Elise. Elise sat in her chair in silence, her head lowered as she pondered about the consequences of that game.

Then, Elise's body tensed up and the Carissima was struck by a coughing fit. The girl covered her mouth with the back of her hand, listening to her strained coughs fill her room. Elise opened her eyes and was distraught. There was blood on her hands.

Her vision blurred as torrents of pain tormented her chest. The unearthly beings resembling humans started appearing in her room, wandering around aimlessly. The Carissima promptly drew her Soul Gem. Once again, it was on the verge of shattering.

"No… not like this…" Elise struggled to breathe, the pain in her chest growing sharp.

She reached for a Grief Seed in her pocket and cleansed her gem of as much corruption as the Grief Seed could take, but it was not enough. The second Grief Seed was followed by a third – then a fourth. The Carissima went through the Grief Seeds in her satchel quickly, and it was only by the eighth seed that her gem was finally clean. The pain subsided and Elise finally breathed easy. The visions too disappeared – but one foreign entity remained; the Incubator.

"Ah, so that's how it is." The airy voice of Kyuubey, wagging its tail as it watched Elise's episode. "Your efforts to contain the Taint were flawed, I know – but to be flawed to this extent. Interesting."

"This game isn't over yet." Elise growled at Kyuubey. The Carissima summoned an array of great-swords that struck into the floor around her and drew one from out of the ground. "I just need a little more time."

* * *

**Act XXXIX – Graceful Blades**

"Alright, they made it!" Ligaya cheered happily, leaning against the rear plate of her M26 Pershing as she pushed a new clip into her Garand. The Filipina then hailed their friends on the rooftop, "How are things going up there?"

"We cleared the rooftop, comrades." Serafina replied confidently, "They'll be reconsolidating their defense to compensate – now's your chance. They keep the Grief Seeds in the Maultiers' storehouse – take it and cut off their supplies!"

"That's what I like to hear." Audrey joined, happy with this turn of events, "We're ready to go down here."

"Serafina and I are prepared as well." Michi then added, "I wish you well in your battles."

"You take care of yourself too, Michi." Audrey said appreciatively, "Now go teach that Elise a lesson."

"Definitely." Michi replied, her determination solid in her tone. "Her reign of terror ends tonight."

The girls severed their mental links and Audrey turned to Ligaya and the Aspirants.

"Alright girls! Time to use our magic!" The American grinned, "… Go!"

At Audrey's command, the girls slung their guns on their shoulders and called forth their weapons en masse. Swords of all different shapes and sizes appeared in the Aspirants' hands. Olive green light filled the streets, calling forth two more Pershing tanks as two dozen 105mm howitzer guns slammed to the ground.

"We're breaking through to the Maultiers' warehouse!" Audrey cried, "It's now or never!"

Ligaya's tank guns and Audrey's howitzers fired in unison, bathing the Gumamela Building in bright, fiery light. The defenders were pushed back by the blast and but picked themselves up as fast as they could. Black soot and crumbling debris clouded the defenders' vision for a moment. Once it all cleared, the girls charged forward fearlessly atop the three Pershing tanks. The distance between them was closed and the battle was joined.

"We ought to go now too." Serafina then said, opening the door to the rooftop's stairwell, "Let's not let their efforts go to waste."

Michi nodded and the two of them rushed down the stairwell, holding onto the rails as the blast after blast rocked the building. They reached the fourth floor, its decorations in disarray. Paintings had fallen from their nails on the walls and statues lay shattered on the floor, fallen from their pedestals. The glass chandeliers of the halls, the symbol of the Gumamela Building's grandeur, were smashed on the marble, their beauty reduced to nothing more than broken glass.

"Elise's room is this way." Serafina said, guiding Michi through the now chaotic fourth floor hallway, "Never thought I'd see the day."

Through the shimmering fragments that lined their path, Michi and Serafina crossed the halls. They reached the middle of the hall and found themselves standing before the grand door to Elise's room. With their weapons in hand, the two girls opened the door and stepped into the room side by side.

"I've been expecting you." Elise's voice rang clear through her room, "The traitor and the murderer."

The silhouette of the Carissima, illuminated by the moonlight and the candle wick of a gas lamp, appeared standing at the middle of the room. Seven swords stuck out from the ground as the Carissima held on to an eighth. Clad in her brilliant steel-plate armor, her eyes glared at her two visitors and watched their every move.

"For the sake of every Puella Magi in the world, we're here to take your life." Serafina said, slashing her sword through the air. "Lay down your arms and we'll make your death quick and painless."

"Ah, what luxury it is to be a fool."Elise whispered, almost imperceptibly, "What I would give to be as innocent as you."

The girls did not reply, choosing instead to take a few cautious steps forward. Serafina followed suit, her rapier raised should Elise make a sudden move. Slowly, Michi and Serafina parted to the sides, encircling Elise from a distance.

"Tell me something." Michi then spoke, the blade of her naginata pointed at Elise, "What compelled you to do the things you have done: to slaughter Puella Magi like sheep, to maintain an army of wolves and vultures to pick at their remains, to what end?"

With a slight hop forward, the Japanese girl lunged forward and thrust her naginata forward to test the Carissima's defense. Elise reacted quickly and parried the strike with her great sword, catching the naginata blade by the hilt. The Carissima then shoved her sword with a grunt, forcing Michi to retreat. Michi furrowed her brow – Elise was much stronger and more skilled than she had expected her to be. This would not be an easy battle for them.

"To what end, you ask." Elise then said, impressed by Michi's initiative, "Have you ever heard of the Taint of the Dreadnaught?"

"… Taint?" Michi repeated. She remembered Lorelei mention a Dreadnaught Witch to her in Japan, but nothing about a taint.

"Yes, the taint." Elise confirmed, tightening her grip on her sword, "It is the Incubators' damned curse to perpetuate the war between Puella Magi and the Witches. It is the curse responsible for the manifestation of Dreadnaught Witches."

"There haven't been any Dreadnaught Witch attacks since 1916." Michi then said, watching Elise with great concentration, looking for even the slightest weakness in her stance. "Lorelei Sankt said so."

"And that would be because of Salvae, Terrae Magicae." Elise replied, "The organization's purpose is to rally the Puella Magi of the world to fight against the Dreadnaught Witches should they attack again. In reality, though this organization has _prevented_ the manifestation of the Dreadnaughts – suppressed the Taint from which they are born."

"Lies!" Serafina then cried, "You only think about collecting Grief Seeds and killing off the weaker Puella Magi. How in the hell could you be preventing the Dreadnaughts from being born that way?"

The Ukrainian then quickly ran forward, hoping to slash at the Carissima. Elise, however, easily parried Serafina's attack and swiped back at her – missing Serafina by an inch. The blades of the two girls clashed, sending off sparks of lilac and maroon as they traded a flurry of slashes.

"Damn it!" The Ukrainian cursed. Serafina's swordplay was ages behind that of Elise – that much became painfully clear to Serafina as she lost ground and as the sword-dance she had started now played to Elise's beat rather than hers.

Michi dashed forward to try and strike at the distracted Elise, but the Carissima was more than prepared to defend herself. Picking up a second sword from the floor, she blocked the swings of both girls and shoved them back one at a time. Even at a two-on-one, Michi and Serafina found themselves at the disadvantage. Elise could swing the heavy great-swords with such skill and ease that she could protect herself from virtually any angle. Michi and Serafina thus decided to step back and keep their distance again, waiting for another chance to strike.

"Well, then…" Michi spoke, taking a cautious step forward, "How exactly have you suppressed this taint you speak of?"

"It's simple." Elise then said, "Keep the Puella Magi infected with the Taint from manifesting – this Puella Magi is none other than Lorelei Sankt. Only I am aware of this fact – Lorelei and the other Carissimas know nothing."

Serafina gasped in disbelief, but Michi's eyes stayed focused on Elise. The Carissima just sighed and continued to speak.

"Since that fateful day in 1916, Lorelei Sankt has carried the Taint of the Dreadnaught within her Soul Gem. As the Puella Magi who had defeated the previous Dreadnaught, she has become the Dreadnaught's successor."

"A succession of Witches…" Michi's thoughts escaped her lips. "When the Dreadnaught falls…"

"A Puella Magi is destined to take its place." Elise nodded tartly, finishing Michi's sentence. "Lorelei was on the brink of manifesting right there in the Somme – but I was able to save her. I made a wish to save her. I made a wish to let Puella Magi lend each other's strengths, to fortify each other against the taint and to become more powerful…"

"… That's Soul Gem binding." Serafina suddenly realized, "I know the ritual made our gems stronger, somewhat, but… if you wished for something like that then… then…"

"You too now carry the Taint, _Carissima_ Serafina."Elise then said, disdainfully reminding the Ukrainian of the title she threw away. "That is the caveat of the strength we, the Puella Magi of Salvae, enjoy. We are powerful, but we live under the shadow of Lorelei's curse. We all share in Lorelei's burden – the burden that Lorelei doesn't know she carries."

Sweat dripped down Serafina's face and her heart started to pound. Her steeling stance withered away as she came to a realization. The way her strength strangely failed her during her trip to Japan – it all made sense to her now. As the Ukrainian wrestled with the emotions welling up inside her, Elise launched her blades at Serafina.

The Ukrainian quickly snapped out of her daze and dodged the first sword and was barely able to parry the second. Then, Elise picked up a new sword from the floor and charged towards the sluggish Serafina. With a powerful swing of her great-sword, Elise disarmed Serafina with great force and followed through with a sweeping slash that cut deep into Serafina's torso and threw the Ukrainian girl on her back.

Screaming in pain, the Ukrainian rolled to the side, cradling her wound, blood spreading through her Equestrian-Grenadier outfit in a long, deep line.

"Serafina!" Michi cried. The Japanese girl sprinted and put herself in between Serafina and Elise. With a furious look in her eyes, Michi glared at Elise and growled. "Don't come any closer!"

Elise raised her sword to the level of her eyes, pondering on whether or not to proceed. She chose the latter, stepping back two paces to restore their distance with a confident look in her eyes. The tables had turned; the odds were once again in her favor.

Lying down in pain on the ground, Serafina laid her hand on the deep wound on her torso. Warm maroon light bathed the wound and allowed it to seal. The pain of Elise's strike, though, still stung and the Ukrainian girl found herself unable to stand.

"Serafina." Elise then called out, drawing a glare from the Ukrainian, "Take out your Soul Gem."

The Ukrainian turned to Michi who gestured Serafina that she would protect her. Begrudgingly, Serafina did as she was told. She reached for the small sickle-shaped gem that adorned her bandolier and detached it to take a look at it. She was shocked by what she saw.

Tendrils of dark, dark corruption swirled around in the gem, flanked by grandiose statues falling from their pedestals. The Ukrainian had just cleansed her gem right before they landed on the rooftop, but she was already halfway to her limit.

"See how quickly your Soul Gem gets corrupted now." Elise then said, "As does mine."

Elise showed the girls the back of her hand where a lilac fleur-de-lis stuck out from her skin. The lilac gem too bore dark corruption, but the tendrils swarmed through the fleur-de-lis violently, hungrily consuming the lilac light within. The French Carissima ran a Grief Seed through the gem to cleanse it of as much corruption as the seed could hold, but it was not enough. The bulk of the darkness still remained.

"Not even a half an hour has passed in battle, and yet my Soul Gem cries out from grief." Elise said, running a second and third seed by her gem. Serafina could not believe her eyes.

"Why are you showing us this?" Michi asked, watching Elise hide her gem again.

"I just wanted to let you know how dire our situation truly is." Elise then said, emphatically swinging her sword in the air, "The corruption we carry for Lorelei's sake does alleviate Lorelei's burden… but that does not stop it from growing within us too. As our strength grows exponentially, so does the magic we expend with every strike."

The Carissima then started to shake in desperation, taking staggered breaths as the words came to her mouth. "It has come to the point that, even just preserving my existence drains my gem by so much!"

Elise picked up another blade and dashed forward again to swing her two great-swords at Michi. The girls traded strikes, slashes, stabs and lunges, at a lightning-fast pace. Serafina could barely see the two girls' blades as they struck each other in the air. Though their skills in combat were at par with each other, Elise's furious strength broke the stalemate and proved too much for Michi.

With a powerful backhand blow, Elise broke Michi's defense, splitting the Japanese girl's naginata in two. Elise then followed through and struck Michi with the blunt of her sword, launching the Japanese girl into the recovering Serafina. The two girls crashed into each other, numbed by the impact. Serafina groaned in agony, stuck to the floor again, while Michi somehow picked herself up but her legs wobbled shakily as she stood. The blow Elise had dealt to her was much too strong. The Japanese girl was in no position to defend herself, or even Serafina for that matter. All that was left for them was for Elise to hand them their defeat with the edge of her blade.

"Look at me, traitor and murderer." Elise then said, her tone almost pleading. "My body is unscathed, but my soul has been consumed in darkness. There are times when I wonder – am I still a Puella Magi? Or have I already become a Witch?"

The odd, unearthly beings that wandered through Elise's room started to appear again and new paintings appeared around on the crumbling walls. The floor beneath them, cracked and broken by their skirmishes and the bombardment beneath them became new.

The Carissima took out Grief Seeds to cleanse her gem yet again. The beings were dispelled, but the decorations remained – starkly contrasting the now war-torn building.

"My wish brought great hope… but equal parts of despair." Elise sobbed, dropping the spent seeds on the marble floor with numerous, small, glassy dings. "I went on and became a Puella Magi, hoping to save Lorelei Sankt… but in the end, I can barely do anything save myself. All I can do… it to keep on fighting… and Lorelei will not have to know."

"Fighting for who?" Michi then asked, finally regaining control of her legs, "Tell me, Elise de Lamarliere, who are you fighting for?"

Michi extended her hand and summoned a new naginata with a flash of turquoise blue light.

"You hide the truth from the one you are trying to protect, performing heinous crimes in her name without her knowing." Michi growled, holding her naginata down in a ready stance, "You are not fighting for Lorelei Sankt… you're fighting for yourself!"

Elise took a hesitant step back, unsure, for once, of what to say.

"I too have lived for myself in the past… fighting for myself, harboring strength for myself – only for myself. I too have traveled, searching for meaning in this cold, uncaring world… and I found it." Michi continued, images of Ligaya, Serafina and Audrey and the time they shared together appearing in her mind." I too have found those I would give my life to protect."

Michi then glared at Elise standing before her.

"You and I both fight for those we hold dear…" Michi spoke, "But, you lost your way. You cower in fear, thinking of only yourself. You slew girls mercilessly for Lorelei's sake, but kept it a secret from her… that's why you decided to stay in the Philippines, half a world away from Lorelei."

From the look of guilt on Elise's face, Michi knew her guess was spot on.

"It's true then." Michi said with finality, disgust welling up in the Japanese girl's eyes. "This is despicable. The merciless killings, the cowardice… all despicable. For this reason, I cannot forgive you."

The Japanese girl then dashed forward to strike at Elise. The Carissima raised her two blades to defend herself, but sharp pains struck her chest. Explosions from below rocked the floor beneath them and Elise lost her footing. The two swords she carried dropped to the floor and she found herself falling for a split second. She grabbed onto a new blade to regain her balance and tried to lift it up from the floor. The pain ravaged Elise yet again, robbing the Carissima of her strength. She could not lift up the sword.

All she could do was watch as Michi ran towards her, the edge of the naginata she held trained at her chest. Torrents of excruciating pain filled every inch of Elise's body as she howled in pain. The blade pierced through her armor and tore through her all the way to her back. Elise struggled, feeling the naginata and the hole it carved through her body. Deathly coldness then started to chill her bones – it was a lethal blow, but she did not want to die. Not yet.

The Japanese girl only less than a meter away from her became nothing more than a blur as her eyesight started to fade. Gritting her teeth, the Carissima grabbed onto the wooden pole that separated her and Michi and pulled on it, letting the naginata cut deeper into her. Each stinging sensation threatened to paralyze her, but Elise carried on – using what remained of her wavering strength to bring herself closer to Michi.

"What… what are you…?" Michi demanded, shocked as she watched Elise painstakingly close the distance between them. Blood soiled the blade of her naginata and the wooden pole was laminated in crimson sheen… and yet, Elise struggled onwards, her wincing eyes belying the pain.

The French Carissima then reached Michi and laid her hands on the Japanese girl's shoulders almost gently.

"… Your name…" Elise spoke, her clear voice now nothing more than a raspy whisper. "T-tell me… your name…"

Elise's eyes stared straight into Michi's. The fiery anger that had filled the Carissima's eyes had long since waned. Now, her eyes were weak and teary, begging Michi to speak.

"Michi Hideyoshi." The Japanese girl spoke, doing her best to not let her voice shake.

"I see…" Elise then said, a hint of defeated mellowness in her tone as she translated the Japanese name to English. "… the sacred path… b-beneath the tree, huh?"

The Carissima then grimaced, feeling the pangs of cold death surround her. Blood snaked down Elise's armor and ran down the pole of Michi's naginata. Elise's blood met Michi's small hand, staining her palm and knuckles crimson. The blood was barely warm now.

Struggling to take a breath, Elise faced Michi again, desperation now filling her voice.

"I… will not ask for your forgiveness… for I…. for I know you will not give it to me, even if I asked." Elise spoke, her mouth leaking a small stream of blood, "You are right… I have fought for myself… dragged innocents into a l-lifetime of f-f-fighting... But know that I did what I have done… so that we may all live to see a new day… it's not too late, not yet…"

Elise then grabbed onto Michi's shoulders tightly.

"So please… I beg of you… don't let this sacrifice go in vain… S-stop this c-c-cycle."

Elise's knees gave way. Michi's bloodstained hand loosened its grip on her naginata and the hardwood pole fell heavily to the chessboard floor. Michi knelt beside her foe and laid her down to the ground.

"… Lorelei." Elise's faint voice was barely audible, "P-please… don't let Lorelei…"

Elise turned away from Michi and tears started to fall from her cheeks.

"Lorelei…"

* * *

**Epilogue**

The first floor of the Gumamela Building was in complete disarray. The defenders lay injured everywhere in her grand halls, along with the occasional body strewn out on the floor. Some hid in fear with their weapons held close to their hearts. A young Aspirant defender sat on the floor in the main hallway with her back against the ruined wooden walls. Shrapnel from Audrey and Ligaya's barrage of blasts had pierced her legs and rendered her immobile, sitting in her spot in fear as the sound of fighting started to subside.

Footsteps then filled the hallway, growing louder and louder. The Aspirant quivered in fear, wondering what the rebels would do to her. A familiar pair of girls grew in the distance, walking through the hallway with guns in their hands – Audrey and Ligaya. The Filipina walked with her M1 Garand while the American pointed her M1918A2 BAR forward as they swept the halls. They then came across that young Aspirant defender lying helpless in the hallway.

"Please!" She cried, pleading desperately in Filipino, "Don't kill me!"

"Don't worry." Ligaya replied in a reassuring tone, "We're not here to kill you. Sorry for scaring you like that."

"This battle will be over soon." Audrey then said, handing the Aspirant defender a Grief Seed. "We have the Storehouse, and we pretty much control the building now… all that's left is for Elise to…"

As Audrey spoke, the Aspirant suddenly shrieked in pain.

"Quick, Ligaya!" Audrey then cried, "Heal her leg!"

"I-it's not my leg…" The Aspirant gasped. "M-my… my gem!"

The young Aspirant defender took out her Soul Gem and saw it crumbling before her eyes, orange fragments spilling down to the floor. Ligaya desperately tried to hold the Soul Gem together with her hands, trying to run the Grief Seed by it to maybe repair it, but to no avail. In a few seconds' time, the Aspirant defender was cold, her blank eyes stared unfocused into the distance.

"Ms. Burnham!" One of the Aspirants of the Padre Faura called out from another part of the first floor, "The defenders! Their gems are shattering… all of them!"

"What the hell?" Audrey cursed, closing the Aspirant defender's eyes as gently as she could.

"And Ms. Burnham!" The Aspirant added again, "Outside! A lot of Puella Magi are assembled outside – more than a hundred of them!"

"That's Salvae's army!" Audrey cried, "Get the girls ready to fight again!"

Audrey and Ligaya nodded to each other and ran together to the wrecked front doors of the Gumamela Building. Just as they were about to summon their tanks and artillery, a lone figure dashed through the doorways, a figure in dazzling white.

"… Lady Lorelei!" Ligaya recognized her.

The Magni Domina saw the two girls, but ignored them. She ran past the two of them and rushed up the staircases. She was headed for the fourth floor.

"Audrey!" Ligaya then cried, "We need to catch Lady Lorelei. If we talk to her and tell her everything, we could get her to call off the attack."

"Good thinking," Audrey agreed, "but what about the defense?"

"We'll handle it from here, comrades." The Russian magi then said, joining the Aspirants of the Padre Faura, "Now go and chase down Lady Lorelei. We're counting on you."

With that, Audrey and Ligaya ran up the staircase after Lorelei Sankt all the way to the fourth floor. They found her, stepping inside the room of Elise de Lamarliere. Tears formed in her eyes and a weak, cracked voice escaped her lips.

"… Elise!"

**To Be Continued**

* * *

**Episode 14 Preview:**

In her classroom at the Mitakihara Middle School, Madoka Kaname sat in her desk alone. Lunch break had just passed, but the lectures of her teachers and the whispers of her classmates were nothing more than an incomprehensible din to her. Her eyes then wandered off to the empty desk of Sayaka Miki nearby, drawing a worried frown on her face.

Her best friend had been absent from school for a while now. Sayaka was not at home whenever Madoka tried to visit her at her home. The last time Madoka saw her friend was when she ran away into the rainy night. Madoka searched for her. She tried, but she could not find her. The words that Sayaka spoke to her haunted her in her waking moments… and in her dreams, she saw horrible things.

"Manila…" Madoka muttered, remembering the name of the city she had dreamt of. The young girl furrowed her brow, trying to make sense of the visions she had – and why she was seeing them.

Madoka shook her head; her efforts were fruitless, reminding herself that her friend was still missing. The visions would not help Madoka find her.

"Sayaka-chan…" Madoka then whispered to herself.

"It wasn't supposed to be like this."

…


	14. It Wasn't Supposed To Be Like This

A small ramen stall near the banks of the Mitakihara River stood open in the late hours of the night. The young ramen chef in charge for the night had just bid farewell to his last batch of customers; bankers, salespeople, dockworkers, the usual fare. Stealing a glance at the stall's clock, the chef saw that it would be midnight very soon.

"I guess it's time to call it a day." The chef sighed.

Stretching his back and yawning, he started to close down the stall. It was at this time, though, that an unusual customer came by the stall. It was a young girl wearing the Mitakihara Middle School uniform. The chef scratched his head. It wasn't quite midnight yet, after all.

" _Irashaimase!_ " The ramen chef greeted the girl and gave a small bow.

The young girl hobbled forward, barely acknowledging the chef's welcome. She slumped onto one of the stools, prompting the ramen chef to attend to her.

"What can I get you?" He asked

"A bowl of Yokohama-style, please." The girl replied, her tone rather distant. "And don't go easy on the spices."

' _Yokohama-style'_ , thought the ramen chef. It had been a while since anyone called it that. Most of the folks called it ' _Mitakihara-style'_ nowadays. In reality, it didn't matter. Whether one called it 'Yokohama-style' or 'Mitakihara-style', it was still ramen.

"Coming right up..." The chef gave in and turned around to prepare Sayaka's order. As the sound of boiling water filled the stall, Sayaka Miki leaned against the stall counter and ran her hand through her hair. With unfocused eyes, she watched the steam rise up from the chef's stove. The resolute tone of a certain transfer student then rang in her ears.

" _If you continue to cause Madoka pain... I will personally kill you right here, Sayaka Miki._ "

She saw it again, that scene in the abandoned hi-rise building. Homura Akemi raised her hand to Sayaka's face, the plain monotone of her voice now harboring murderous intent. In those moments, Sayaka did not feel fear. She did not fear for her life, not even for a moment. She just felt sorry for herself.

She was a failure of a Puella Magi – a subpar fighter burdened with protecting Mitakihara City after the death of Mami Tomoe. Her mentor had died before she could learn to properly fight, leaving her flirting with death in every encounter she faced. Aside from that, her best friend, Madoka Kaname, had the potential to be a much better Puella Magi than her – and she didn't even have to try. Still, Madoka refused to become a Puella Magi despite her potential.

Was Madoka taking pity on her?

Not only Madoka, she thought. That Kyouko girl pitied her too. The spear-wielding girl appeared in the nick of time, restraining Homura and allowing her to escape.

" _Go now, Sayaka! Get out while you can!_ "

As she hobbled away from the abandoned building, she felt so useless and powerless. It made her sick.

Her thoughts were then interrupted as the ramen chef set the bowl of Yokohama-style ramen before Sayaka. She rifled through her pockets and scrounged up a handful of coins, barely enough to pay for the meal.

"It's on the house." The chef then said, turning away to start closing the shop. "You look famished – kids your age ought to eat well."

Sayaka didn't reply, not sure of what to make of this act of charity. The glassy ding of the Grief Seed that Homura tossed her rang in her ears. For a moment, she considered refusing the meal, but her stomach grumbled.

How long had it been since she last ate? Even she had lost track.

She just broke her chopsticks and started to eat her noodles.

As she wolfed down the ramen, the sound of police vans and ambulances rushing through the night tore through the uneasy calm. All of them were headed for the nearby train station. Sayaka's face grew sour – the selfish voices of the two men on the transit train came to mind. Her sword arm was still tense from the encounter. Dashes of blood still stained her hand – the mere thought of it made her shiver.

The sight of the corpses would not give her peace. Sayaka then raised her desperate eyes and looked out to the Mitakihara river, looking for anything that would give her solace. Instead, she found a cherry blossom tree at the graveyard by opposite riverbank, dead and withering. The thin branches of the tree waving in the night wind beckoned to her, almost taunting her.

"Hero of justice, huh..." Sayaka whispered bitterly, a tear sliding down her cheek "Where did I go wrong?"

* * *

**Prologue**

Dust, debris and shards of broken glass littered the first floor of the _Edificio Gumamela._ Spent bullet casings were scattered about and splashes of blood marked the corpses of Elise de Lamarliere's Aspirants and Zealots. Many of them had been alive only moments ago, up until their gems all started to suddenly shatter. In mere seconds, their lives slipped through their fingers, spilt out on the mahogany floor.

The Aspirants of the Padre Faura, victorious as they were, felt empty. They had come to subdue the garrison, after all, not to kill them. The horror they felt as the defenders suddenly passed away was still fresh in the Aspirants' minds.

They had no time to weep for their former comrades as an army of Puella Magi encircled the _Edificio Gumamela_.

From the corner of the _Calle Escolta_ and Burke Road, the Mexicans and Canadians marched side by side with their banners raised up with a dignified air. The Canadian Red Ensign, adorned the iconic British union jack and the coat of arms of British Canada, fluttered in the night breeze alongside the tricolor Mexican flag depicting a mighty eagle clutching onto a snake with its talon.

At the other end of the road, at the corner of the Escolta and the _Calle T. Pinpin_ , the Puella Magi of the United States marched in double-line standard. The flag of the United States and the forty-eight stars she bore was raised high. The Carissimas of _Ville de Quebec, Ciudad de Mexico_ and the city of San Francisco walked beside their respective flags with commanding gait. They were the vanguard of Salvae, Terrae Magicae's Philippine Expedition.

Even in the darkness of the decimated _Calle Escolta_ , the flags were illuminated by the wan light of the moon and the bright gems of the many Puella Magi that walked under them.

"By order of our lady, Lorelei Sankt," Cried the Carissima of San Francisco, raising her Soul Gem emphatically "we are here to deliver punishment for the crimes you have committed!"

Huddled by the cracked walls and the blackened windowsills where the corpses of Elise's garrison still lay, the Aspirants took cover with their weapons close to their hearts. They were being court-marshaled on the spot – a token show of formality and due process. There would be no trial – just a prelude to the impending charge. Behind their sparse cover, the Aspirants carefully reloaded their guns and healed the wounds and injuries they had sustained. They peeked out every now and then to catch a glimpse of the attacking army, only to be awestruck by its sheer size. Then, the final clauses of the trial were declared.

"The accused: Carissima Serafina Larivenko of Kiev, the Discipulas Ligaya de la Cruz and Audrey Burnham of Manila, the rogue Puella Magi of the Empire of Japan and all of the Puella Magi who have lent their powers to their treachery.

The penalty: death by the sword. If you do not take your own lives within the hour, we will be compelled to take them for you. You have until midnight – make your choice."

Then, there was silence. Anxiety started to fill the hearts of the girls of the Padre Faura.

"We aren't prepared for this…" an Aspirant mumbled, feeding her Sturmgewerhr 44 a new magazine, "No… not at all…"

"Keep faith, comrade." One of the Russian Puella Magi then said, passing by the Aspirant as she inspected their defensive line, "There is a chance we will not even have to fight. We just need our Lady Lorelei Sankt to know the truth – she'll call off the attack."

"But what if she doesn't?" The Aspirant asked

"Then we have no choice." The Russian said, handing the Aspirant a pouch of Grief Seeds, "Just like the in the Romashka Building in Stalingrad, we will have to fight tooth and nail."

* * *

**Act XL – Mens Rea**

"Elise…"

Lorelei Sankt sobbed; her cracked voice scathingly somber. Bitterness reigned on the Magni Domina's face as she knelt beside the corpse of her most trusted Carissima and her most treasured friend.

"Elise…? Elise…!" Lorelei repeated her friend's name desperately as tears formed in her eyes. "Elise!"

This couldn't be happening, Lorelei thought. Rather, it must have been some kind of nightmare, or maybe even some sort of act. If she called out to Elise, if she shook her friend hard enough, her friend might wake up somehow and tell her that everything was alright – just like she always did.

The French Carissima's body, however, grew cold as the evening draft swept into the shattered windows of the _Edificio Gumamela_. Elise's blood was spilled out on the chessboard floor, dripping down cruelly from the hole in her chest. Her sharp grey eyes that commanded both fear and respect from the Puella Magi of Salvae for almost three decades were blank and unfocused, staring beyond the Magni Domina who knelt beside her.

Elise de Lamarliere was dead. No matter how hard Lorelei tried, she would not be able to awaken her. Grimacing, Lorelei gently laid her a hand on Elise's forehead and carefully closed her friend's eyes. The tears that Lorelei had forcefully held back now started to fall.

Audrey, Ligaya, Michi and Serafina all watched that tense scene in utter silence. The Americana and the Filipina stood side by side at the threshold of Elise's room but were afraid to take a step closer. Michi, on the other hand, tended to the injured Serafina who was still too weak to stand on her own. None of them wanted to break the uneasy silence that dominated the room in those moments.

From outside, the declarative accusations read out by the Philippine Expedition reached Audrey's ears, albeit muffled. They did not have a lot of time left before midnight, and Audrey knew. This silence would have to be broken and would be broken – but not in the way Audrey had intended.

"How did this happen?" Lorelei asked, wiping the tears that soaked her cheeks. "Tell me…"

"Elise betrayed us all, my Lady…" Serafina replied, her voice determined but weak. "You have to understand us…"

"No, _Carissima_!" Lorelei suddenly lashed out, lifting herself up from where she knelt. "How did _this_ happen?"

The Magni Domina wore a ferocious face, baring her teeth menacingly. Her sky blue eyes, always kind and caring, were ablaze with fury that was almost primal. Audrey, Ligaya and Serafina were paralyzed by the sight, unable to fathom the raging, inconceivable anger they now saw in Lorelei.

Michi, however, did not flinch. Instead, she just turned away from Lorelei's scorching rage. The final, dying words of Elise de Lamarliere still haunted the Japanese girl, after all.

Impatiently, Lorelei Sankt left Elise's side and summoned her scepter, glaring angrily at Michi and Serafina as she marched towards them.

"No!" Ligaya cried, begging the Magni Domina for calm, "Please, don't do this!"

Lorelei did not listen to the Filipina's plea. With her scepter in hand, she marched on. Her eyes were fixated on Michi and Serafina, compelled to spill their blood and crush them completely until they begged for mercy – and she would give them none.

Michi just closed her eyes regretfully and stood up as well, standing between Lorelei and Serafina. She summoned her naginata with a turquoise blue flash and took a steeled stance. When Michi opened her eyes again, the regret vanished to be replaced with a warrior's determination. She was prepared to fight.

Both Audrey and Ligaya watched in disbelief, hesitant to intervene. If they even tried to hurt Lorelei Sankt, the Philippine Expedition would rush in to destroy them all. But as things stood, it didn't seem like Lorelei was willing to call off the attack. It was a terrible predicament.

Then, Michi spoke.

"Elise was the one who was behind the killings." She said adamantly, her grip on her naginata firm. "She was the one who commanded the black-shawls."

Michi's words, however, only infuriated Lorelei more.

"DON'T YOU DARE TARNISH HER MEMORY WITH YOUR LIES!" Lorelei screamed hysterically, furiously cutting the air with her scepter.

A powerful shockwave then burst forth from the scepter, headed straight for Michi and Serafina. The Japanese girl raised her naginata and steeled herself to withstand the blow, only to be pushed back a great distance by Lorelei's powerful magic. Dust and debris were launched skywards as Michi's wooden slippers scraped the marble floor with a dull screech. As the dust settled, Audrey, Ligaya and Michi froze in shock.

The Magni Domina had walked passed Michi and now held Serafina up from the floor by the collar of her Equestrian-Grenadier attire. With a forceful tug, Lorelei pulled Serafina off from her feet.

"M-my Lady…" Serafina croaked as her legs flailed weakly in the air.

"I am not your Lady anymore." Lorelei spat, her words bitter.

The Ukrainian tried to struggle from Lorelei's grasp, but to no avail.

"Y-you will always be my Magni Domina…" Serafina was defiant. "I… I believed in your dream, L-Lady Lorelei… the dream where no P-Puella Magi will be hungry, homeless… or… or lonely…"

Lorelei's grip faltered for a moment, a flicker of doubt sparking in her eyes, but she refused to let go of Serafina's collar.

"T-that dream… is what convinced me to become a Puella Magi." Serafina continued, starting to feel the strain on her neck. "At times of war, it is us girls that get the worst of it – Puella Magi are no exception. I fought to keep that dream alive, Lady Lorelei! I fought for you and your dream!"

"Why then, Serafina!" Lorelei demanded, her teary eyes glaring at Serafina, "Why did you have to take Elise away from me?"

"We already told you." Serafina spoke in a restrained whisper, "I couldn't believe it either, at first, but it is the truth…"

Lorelei's heart sank as the weight of Serafina's words became clear to her. Confusion mixed with doubt and remorse in the Magni Domina's heart as she watched Serafina suspended in the air before her. With all those conflicting thoughts swirling around mercilessly in her head, she didn't know what to believe anymore. All that remained in Lorelei's heart was grief, etching a bitter frown on her face. Then, without warning, Serafina cried in pain.

The Magni Domina was stunned, as were Michi, Audrey and Ligaya. A trail of maroon light seeped out of Serafina's sickle shaped gem, drawn towards the gem that encrusted Lorelei's crown. All the while, the maroon gem lost more and more of its radiance until it became dull. Frightened, Lorelei's grip on Serafina's collar faltered, letting the Ukrainian fall to her knees.

"… What… what's happening to me?" Serafina coughed, panicking as she saw her Soul Gem wither before her eyes, "What the hell!"

In a split second, the rage Lorelei felt towards the Ukrainian disappeared, and she rushed to Serafina's side to see what she could do to help. As Lorelei got closer, though, Serafina's pain grew acute and her Soul Gem grew darker again. The Magni Domina sprung away, as if she were branded by a hot iron. This strange phenomenon now frightened her. Michi dashed forward and pulled Serafina away from Lorelei Sankt and towards the threshold where Audrey and Ligaya stood.

The Ukrainian girl panted heavily, sweating profusely as a desperate fear was etched on her face. Audrey helped Serafina sit upright with her back against the wall while Ligaya hurriedly opened her satchel, stuffed to the brim with the Grief Seeds of the _Edificio Gumamela's_ storehouse. Barely able to keep calm, the two girls took turns in cleansing Serafina's gem.

Seeing Serafina thrash around in pain like this, Michi furrowed her brow. She had seen a similar scene in the past, on the last day of the Greater East Asia Conference in Japan with Lorelei Sankt. These were no mere coincidences, and Lorelei herself started to piece the puzzle together as well.

"… I don't understand." Lorelei spoke with her eyes fixated on the floor, "What is going on…? Surely, you must know…"

Michi faced the Magni Domina, unsure of whether or not she should speak or what to speak about, for that matter. As the Japanese girl tried to string together something, anything, to tell Lorelei, an airy voice filled the room.

"So then, it seems an explanation is in order."

The Japanese girl's eyes sharpened. She did not have to look to recognize who had spoken.

"Incubator."

Everyone's eyes turned over to the far end of the room where the painting of Delacroix's _Liberty Leading the People_ hung, its colors already faded. Under the crumbling paining sat Kyuubey, calmly watching the exchange with keen interest. Had he been watching them all this time?

"This is a most interesting turn of events, I must say." Kyuubey hummed, wagging his tail to an amused beat "Now, I can fully understand the full breadth of Elise de Lamarliere's wish."

"… Elise's wish?" Lorelei was dazed, her mind torn between sadness, anger and fear.

"Yes." The creature nodded, sitting upright as he looked straight into Lorelei's eyes. "In all honesty, Mademoiselle de Lamarliere's wish absolutely confounded me. It was a wise wish, I thought, that harnessed the strength of Puella Magi and rallied them together with fierce loyalty. See how the Mademoiselle fought for you until her dying breath."

Lorelei lowered her head, saddened even more by this thought. Kyuubey's red eyes gleamed and its eerie smile seemed to widen just a little bit. The creature then continued his explanation with a satisfied tone.

"In essence, the ritual of Soul Gem binding, the process that sprung forth from Elise's wish, brought the Puella Magi of Salvae together into a tree of sorts. You, Lorelei Sankt, constitute the root and trunk as the Magni Domina. Mademoiselle Elise, Ms. Larivenko and the other Carissimas are the branches while those bound to them are practically the leaves.

This is the reason why the Puella Magi of Salvae are so strong. Through the ritual of Soul Gem binding, the girls are bound in duty and honor and share each other's strengths to overpower their foes. However, the ritual does more than just bind their strength. The ritual also binds their fates."

"… what do you mean?" Lorelei asked

"When a branch of a tree falls," Kyuubey blinked, "do not the leaves of that branch wither as well?"

Audrey and Ligaya's faces suddenly grew pale. They remembered seeing the gems of the Zealots and the Aspirant defenders of the _Edificio Gumamela_ all suddenly shatter in their hands. When Elise died, every Puella Magi bound to her died as well. The stubborn Zealots and the treacherous Incognitas bound to Elise were dragged to their deaths, but so were the Aspirants they had hoped to liberate.

The faces of the Puella Magi that Audrey, Ligaya and Serafina had chatted with, eaten with and fought alongside flashed in their minds and filled them with regret. They had so adamantly wanted to see Elise de Lamarliere killed in the name of justice. What they had thought was a righteous, even benevolent act, was actually cruel, heartless and blind.

The Japanese girl then looked at her hand, still stained with the blood of Elise de Lamarliere, and grew somber. With one precise blow, Michi had taken the lives of thirty girls. She could only grit her teeth remorsefully.

"So does that mean…" Lorelei then hesitated, "If I die…"

"Then every single Puella Magi of Salvae, Terrae Magicae who have undergone the binding will die as well." Kyuubey said unflinchingly, "In short, virtually every active Puella Magi in the world."

"N-no…" The Magni Domina stammered in disbelief, "T-that's impossible…"

"The evidence for that is already there," Kyuubey blinked, "They're littered in the first floor of the _Edificio Gumamela_."

"Damn you!" Audrey hissed, pointing her M1918A2 BAR at the creature, "How inconsiderate can you be? Why didn't you tell us… why didn't you tell those girls about this?"

"It's simple, really." Kyuubey turned to the American, "You never asked!"

Angrily, the American roared as she squeezed the trigger. Shots rang out and pierced the creature dead. Empty bullet casings struck the marble ground with hollow dings and Audrey exhaled. Kyuubey was dead, she thought; the damned creature would be silenced forever. Audrey's hopes, however, would be crushed in an instant.

"Now, now… killing me would make no difference, Ms. Burnham." Another Incubator revealed itself, perched up on the room's windowsill amongst the broken glass "I am not the only one of my kind, after all."

As Kyuubey spoke, a whole host of Incubators revealed themselves. Trotting nonchalantly through the main threshold, about twenty of them entered the room. Audrey jumped in fright, but quickly prepared herself to shoot again.

"Don't waste your ammunition." Michi gestured the American to lower her gun. "No matter how many of them you kill, they will keep coming back."

"It's nice to see someone with sound, logical sense." The Kyuubey at the window said. He then turned to Michi. "Of course, you of all people would know this fact, Hideyoshi-san. That incident in Hokkaido may seem so very long ago, but I remember it clearly…"

" _Urusai._ (Be quiet.)" Michi growled in Japanese, " _Ima, taisetsu ja nai_! (That does not concern me anymore!)"

"Oh?" Kyuubey hummed, "But I think it does... it was such a fascinating display of raw force, after all. _Dono yō ni ōku no murabito ga korosareta, sâ kashira?_ (How many of those villagers were killed? I wonder.) _"_

Before Michi could retort, Serafina started to groan and rolled to her side as the pain harassed her again. The Ukrainian's gem was on the verge of turning completely dark once more.

"Ah, but we digress." Kyuubey apologized, "Today, we may bear witness to something most extraordinary. I, for one, am rather excited."

Bitterly, Michi turned away from the creature and Audrey was forced to stand down. Ligaya and the American feverishly drew Grief Seeds from the satchel to try and cleanse Serafina's gem.

"W-what's going to h-happen…" Serafina croaked, barely able speak, "I-if I don't die… if my g-gem stays like this?"

"Interesting question. I too wish to find out." Kyuubey hummed, "Every phenomenon that had advanced human society, after all, came forth from trial and error."

Serafina then shrieked in pain, no longer able to stand the scathing sensation from her gem that robbed her of her strength. It was as if cold knives stabbed through Lorelei's heart as she watched Serafina in such a helpless state. There was nothing she could to lighten her suffering Carissima's ordeal.

"This is my fault… all of it…" Lorelei whimpered, rubbing her tearful eyes, "And for Elise to keep this all from me… I was such a fool to have so much hope…"

"If you think like this, Lorelei Sankt…" Michi then interrupted, remembering the dying words of the girl she had slain, "then you really _are_ a fool!"

She fixed Lorelei with a steady, unflinching stare. The tearful Lorelei turned to Michi, but she did not know what to say.

"Elise de Lamarliere didn't know everything there was to know about the consequences of her wish." Michi continued, feeling Elise's blood drying on her palm "She knew her wish wasn't perfect, so she did everything in her power to allow you to fulfill yours even if it meant walking the path of darkness… and it was a dark path indeed.

Still, I think I can understand why she chose this path. The dream you have is a beautiful one, Lorelei."

No matter what she told the incubators, or how stoic she tried to be, her past sins still haunted her.

"Some way, somehow, she must have believed in that dream too. Never let it go, and continue to chase it – this is what Elise would have wanted. She wouldn't want you to destroy yourself like this!"

The Magni Domina fell silent as Michi's words floated around in her head.

"So please." Michi pressed on, "Call off your army's attack and listen to us – then we will explain everything in full. Let calm minds prevail, Lorelei. We do not wish for any more bloodshed."

Michi's eyes then strayed from Lorelei's.

"I have seen enough bloodshed for a lifetime."

The Magni Domina took a deep breath then faced Michi, though rather hesitantly. She considered Michi's words and prepared herself to order the Philippine Expedition to stand down. However, before Lorelei could say anything…

"Oy! Serafina! Stay with us here!" Audrey cried, horrified. A stream of blood started to flow from the Ukrainian's mouth. Serafina's eyes shifted around as she tasted the irony tang, turning from Ligaya to Audrey in absolute fear.

"… Comrades…" Serafina's voice was fading away, "Please… don't let me die like this…"

"Hold on!" Ligaya cried, running another Grief Seed by Serafina's gem. However, no darkness would flow out of the maroon gem. Even as she tapped the seed against the gem, it would not purify it any more. "No way…"

"The seeds aren't working anymore!" Audrey panicked, turning to Michi fearfully. "W-we need do something, fast!"

"It's over…!" Serafina whimpered in terror, "Please… don't let me become a Witch… the Puella Magi of Stalingrad I called to help us – they're bound to me, all four of them!"

"What!" Audrey gasped, "Then… then… the Aspirants downstairs are in danger!"

"Kill me, comrade!" Serafina pleaded, grabbing Audrey's sleeve desperately, "Death is a better fate for us than Witch-hood! Hurry!"

A tear then escaped from Serafina's eyes,

"And… I have betrayed Lorelei, after all, and doubted her dream. I f-failed as a Carissima… This will be my atonement."

"It can't be helped, then." Michi summoned her naginata and pointed its blade at Serafina's blackened Soul Gem. "I'm sorry, Serafina."

"No, don't!" Lorelei pleaded, dashing towards Michi and restraining her.

"Let go of me!" Michi cried, struggling out of Lorelei's grasp. "Serafina has to die."

"I've already lost Elise!" cried Lorelei, clinging tightly onto Michi's kimono, pinning the sleeves, "Don't make me lose anyone else!"

"You're making a mistake!" Michi cried, horrified as she fought to free her arms from Lorelei.

Suddenly, a glassy crack resounded in the room. Tears ran down Serafina's cheeks as she gave one last sharp cry. Then, dark energy burst forth from the maroon gem, threatening to consume the girls in its grasp. An oppressive aura enveloped the room; an aura similar to the one Michi had felt when she first entered Elise's room.

Everything around them was slowly being painted in an irony hue – darkened crimson. The room itself grew distorted and warped into unreal shapes and colors, all of it centered on Serafina who started to rise in mid-air as if suspended by a cord on her chest and the shattering gem she held in her limp hands.

"Serafina!" Audrey cried, shielding her face from the overwhelming force that assailed her, "NO!"

With great effort, the American reached for her hip and drew out her M1911A1 pistol and aimed it at the blackened gem. She fired and struck the gem, only for the bullet to be deflected.

The Ukrainian did not respond to Audrey's call. Her glazed eyes stared into the ceiling and her body was stiff. She was dead, suspended lifeless there like a puppet as the room changed around her. Then, from the cracks of the blackened gem, a horrifying creature arose.

A fearsome entity appeared before the girls and the Incubators, wailing and lamenting with a shrill voice. It was a being with broad, black wings, a sorrowful face and a wreath of withered laurels in its hair – a fallen angel chiseled out of black stone.

In her hands was a thin, menacing blade of pure obsidian ignited in a dark yet scathing, otherworldly flame. Then, a veil of maroon light blanketed her and the creature of black stone started to disappear from sight.

"Stay together!" Michi cried, gesturing Audrey, Ligaya and Lorelei towards her. "This Witch might come out at us any time… stay on your toes!"

The marble floor beneath them became polished cobblestone and the walls crumbled away, giving way to stone buildings; apartments, grocers, banks and churches. The buildings were pockmarked with bullet holes and the roofs were shell-shocked, but an eerie air of order and oppression hung about the square. Gilded baroque statues draped in red velvet stood around the rubble-strewn square, standing proudly, oblivious to the scars of war in their midst. A nauseating, irony tang permeated the air, and hung about like stagnant water.

The girls grimaced, overpowered by the smell. It was like blood or rust, or maybe both. Either way, it seemed to be coming from the very stones and buildings around them. Whatever it was that reeked, or wherever that odor truly came from, they weren't keen on finding out.

Four subway entrances tunneling downwards beneath the ground, labeled in an odd marriage of Cyrillic script and runes, led to the other portions of the barrier. Michi and company, however, were not inclined to descend into those tunnels. The Witch herself was here, after all. The city square was the epicenter of the Witch's barrier.

"Ah, so this is what it is like…" An Incubator then spoke, "This is the barrier of a Grand Witch."

* * *

**First Interlude**

The Carissimas of North America stood adamantly at their positions around the _Edificio Gumamela_ with their three flags flying in the wind. They and the army at their command waited for midnight to fall. They checked their timepieces and prepared their armies to move in and retake the occupied building in the name of Salvae. For the past few minutes, though, the defenders had been silent and not a single shot had been fired between them.

"Hmm…" The Carissima of San Francisco hummed, "Did they reach an agreement, perhaps?"

All of the sudden, the wind ceased to blow through the _Calle Escolta_ and the flying flags wrapped around their poles. A shrill cry from the fourth floor suddenly rang through the streets, followed by the sound of fizzling magic. A wave of confusion swept across the disciplined ranks of the Philippine Expedition.

The Puella Magi of Salvae watched as the magical veil that had blanketed the entirety of the _Calle Escolta_ , hiding the street from the eyes and ears of the rest of the world, dissipated. This veil, however, would be quickly replaced by a powerful magical aura that all seasoned Puella Magi knew well.

" _Barrera de la Bruja_? (A Witch's barrier?)" Gasped the Mexican Carissima, "What's going on?"

Powerful waves of pulsing, dark energy emanated from the _Edificio Gumamela_ , forcing the girls of the Philippine Expedition to take cover. The defenders at the first floor of the building then screamed in terror, caught in the midst of the maelstrom of this ungodly force.

Within seconds both the defenders and the Philippine Expedition were absorbed into a barrier unlike any barrier they had seen before. The combined army of Puella Magi found themselves at the mouth of the barrier, a woodland path ridden with dying pines and rolling hills. Inside, the girls of the Padre Faura stumbled into the middle chamber of the barrier; a smoke-filled maze of foundries, steel mills and railroads lined with elevated platforms and concrete watch-towers that loomed over the entire maze.

Then, towering over this maze was an artificial ceiling from which four crooked, staircases descended erratically. Above this ceiling was the heart of the barrier – the war-scarred city square. Here the Witch, a fearsome fallen angel chiseled out of black stone spread her wings as she wailed in sorrow.

The Carissimas of North America turned to each other, conversing telepathically. Then, they nodded in agreement.

If they could make it through the labyrinths, they would be able to fight and defeat the Witch as they always would. Minions and familiars would come to try and halt their advance, but they would be able to overcome. However, minions and familiars weren't the only beings that were spawned into this strange barrier.

Four other Witches rose up in this strange barrier, standing guard around the entrances to the barrier's core. They too were made of black stone, but were draped in cloth and camouflage nets that changed with their surroundings like the skin of chameleons. Instead of swords, they wielded black, splintered sniper rifles. Under their camouflage of cloths and nets, the four Witches scrambled around and hid, disappearing into the barrier without a trace.

'Five Witches at once', thought the girls assembled outside of the _Edificio Gumamela_. One Witch was hard enough to deal with, but to face five altogether was something else entirely. The girls of the Philippine Expedition, however, were not intent on backing down now.

"Forget the midnight deadline!" The Carissima of Quebec cried, "We strike, now!"

…

.

…

Sayaka was light, thought Kyouko Sakura, lighter than she had expected. Remembering the ferocity with which Sayaka, the swordfighter, had fought her and the witches she had encountered, she expected her to be huskier... tougher. Holding Sayaka over her shoulder there by the tracks of Mitakihara City's rail junctions, the swordfighter was undoubtedly light, soft... and cold. Kyouko's face was painted with remorse as she held Sayaka. She forced herself not to look at her tearful, lifeless face. Under the flashing lights of the railway junction, life was frozen still - two girls and their dead.

Homura Akemi stood nearby, a few paces away from Kyouko, looking up to the night sky. The face she wore was stoic and detached, the kind of face that everyone she knew had grown accustomed to. Beneath that poker face, though, doubt started to twist her heart. For once, the resolve that Homura had steeled for what seemed like a lifetime was starting to waver. She closed her eyes, gathering her thoughts and composing herself. Then, she spoke.

"There are only two fates awaiting Puella Magi like us, Sakura-san." Homura chose her words carefully as she brushed her hair aside, "Death, or Witch-hood… and neither one will do us any good."

She felt that familiar pang of bitterness deep inside. No matter what she did, or how many times she tried, she could not change their fates.

"Neither of them will break this cycle…"

Kyouko turned to Homura, unsure of what she was talking about. This girl was being mysterious again, with her talk of cycles and fates. Did she not choose her own fate?

Before Kyouoko could open her mouth, a young disheartened young girl approached them. She was a slight, defeated figure who stumbled slightly as she followed the railway tracks. Her head hung from her shoulders as she followed those tracks hoping that they would lead her back to her friend. With every step she took, though, this hope faded so painstakingly slow. The girl raised her eyes and saw Homura and Kyouko… then, she saw the lifeless Sayaka in Kyouko's arms. Her hopes were immediately crushed.

"Sayaka-chan!" Madoka wailed, rushing forward over treacherous rail sleepers and loose gravel towards them. "Where's her Soul Gem? What happened to her?"

"Her Soul Gem turned into a Grief Seed." Homura spoke, her voice ever so detached, "She died and…"

A memory suddenly flashed in the eye of Homura's mind – a fearsome mountain of pure darkness reaching up to the skies. Homura turned to Madoka with her sharp, sharp stare.

"… and became a Witch."

That was right, Homura thought. She remembered that sight so clearly, though she wished she would forget. There was no barrier surrounding that monstrous mountain, save for the ruins of Mitakihara City that Walpurgisnacht before her had destroyed. That dark mountain, therefore, was a Dreadnaught Witch – the successor of Walpurgisnacht.

But, that was a different time.

"Y-you're kidding, right?" Disbelief stained Madoka's voice. The young girl's legs wobbled and she fell to her knees. The sight made Homura's heart sink.

The mountain that Homura had seen knelt before her right there at the rail tracks. She was a mere human being that day who knew nothing of the ordeal and the things Homura had seen. The timelines Homura had lived through… the tales of the Puella Magi of the Second World War. Only she knew about these now. And she made sure that it would stay that way.

"… you!" Kyouko then growled, grabbing Homura by the collar "Who the hell are you? How can you talk so coldly about this? That's Sayaka's best friend you're talking to!"

Homura didn't reply, turning her head instead to Madoka who wept at Sayaka's side. She then spoke.

"Do you understand now, the truth behind what you had admired so much?"

The dark-haired girl then brushed Kyouko's hand off her collar and turned away to hide her face from Madoka.

"You carried Sayaka's body out of the barrier, but be careful with it." Homura kept her voice frigid. "It'll be troublesome if you get rid of it carelessly."

This was the last straw for Kyouko. Nobody ought to talk like that, not after what had just happened.

"Oy!" She lashed, "Are you even human?"

"Of course not." Homura coolly replied. She then ran her hand through her hair. "And neither are you, Kyouko Sakura."

She then turned around and walked away, leaving Kyouko and Madoka to deal with Sayaka's corpse. As she got further and further away, Homura bit her lip as the tears fought to burst from her eyes.

This was her duty and her responsibility, Homura reminded herself, to see this through to the end. She did not need Mami's help nor did she need Kyouko's. All she needed was her own strength and her knowledge of the past; both her own past and the past of Walpurgisnacht.

"… and no one else… would have to know, especially her."

…

.

…

**Second Interlude**

The grassy hills of the outer woodland barrier trembled as three large formations of Puella Magi marched forward at the command of the three Carissimas of the Philippine Expedition.

This company of a hundred and fifty strong was the pride of Salvae, Terrae Magicae in the Pacific. They had been trained to storm buildings and to defeat rouge Puella Magi with without impunity. As such, they had come to Manila prepared with a clockwork plan to force the girls of the Padre Faura to capitulate, as is what their Lady Lorelei Sankt had hoped for. That evening, though, there would be an unwelcome and abrupt change in their plans.

Thrown so suddenly into a strange and complex barrier, all of their planning had gone to naught. All they could do now was to storm the Witch's barrier in their line formations and hope for the best. These hopes, however, would be quickly dashed against the stones.

Countless traps were scattered and hidden throughout this barrier, even in that woodland entrance. What had seemed like a peaceful, pristine forest quickly turned into a hellish, violent scene as girls fell victim to these traps. Girl stumbled into large pits covered in leaves and hidden tripwires snagged them from the legs, leaving them suspended helpless in midair.

The three Carissimas halted their advance in a heartbeat, stopping to help the girls out of the traps. Girls rushed to pull their comrades out of the bits and to cut those suspended from their ropes down to the ground.

The faint rustling of leaves in the distance reached the Carissimas' ears, drawing their suspicion. They turned, trying to look for the source, but found nothing – everything blurring into that sea of trees. Then, the crack of a powerful rifle rang out.

A dark bullet shot through the woodland and struck one of the magi hanging from the trees. The girl shrieked in pain as she felt the bullet dig through her flesh. Painful sensations coursed from that bullet, biting deeper into her wound as it lodged itself into her chest. Then, the shot was followed by a second and a third in quick succession.

By the time the Carissimas realized it, the girl was already dead.

Those were corrosive shots, the Carissimas could tell. White, chemical smoke wafted up from the girl's wounds as the bullets burned her from within. A single bullet would deal tremendous damage, let alone three. They couldn't afford to take any more hits.

Get those girls out of there, double time!" The San Franciscan barked. "Bows and guns, prepare to lay down suppression fire! Support team, defensive wards. Pronto!"

At her command, the girls did as they were told and reconsolidated their lines. The second rank of magi raised their weapons, ready to unleash a barrage, while a handful of magi summoned shells of protective magic around their formations.

The Carissima of San Francisco readied herself as well, conjuring up a Gatling chain gun before her. She held onto the chain gun's hand-cranked trigger and scanned the forest with sharp eyes, searching for even the slightest disturbance.

Black bullets then flew again, striking one of the defensive barriers thrice and breaking it.

Their magic shields weren't as strong as the Carissimas had hoped them to be. They weren't invincible – that much was made clear to them now. However, neither were these Witches. A slight flash of light against the sniper scope caught the San Franciscan Carissima's eye.

"Over there!" She cried, turning her Gatling gun to face the Witch. "Open fire!"

A hail of bullets and arrows ripped through the forest in a powerful gust of wind, headed towards the direction of the Witch. Many of the shots struck at trees and rocks, but a shrill cry of pain echoed resounded throughout the woodlands. They had somehow found their invisible mark.

Encouraged, the girls continued their assault and pounded the wounded Witch with a relentless barrage of accurate shots. Unable to stand such heavy fire, the Witch hastily retreated and disappeared into the forest.

* * *

**Act XLI – Heart of Oak**

"Anne-Marie!" The San Franciscan turned to the Canadian Carissima, "Find a safe path through the forest for us and chase her down! We'll handle things here."

" _Les Canadiennes_ take point today, eh?" The command made the Quebecer grin and she gave a resolute nod. "Very well, but don't take too long now."

Accustomed to the forests of Quebec, Carissima Anne-Marie and her girls navigated the forest with ease, finding those treacherous pits and tripwires that had caught the expedition by surprise the first time. She barked out her orders in rapid-fire French, shepherding her girls around the traps and leaving markers for their allies to follow.

They cleared the forest before long and were quickly sucked into the middle barrier. Factories and foundries shot up all around the Canadians, churning thick smoke and soot that covered the once clear skies in utter darkness. The corridors and hallways were cramped and narrow - proceeding in their standard line formation would be foolish. Thus, the Carissima divided her company into seven squads of seven and gave them their objectives.

"First and second to the northeast. Third and fourth to the northwest. Fifth and sixth will take the southwest. Seventh, stick with me and we'll take the southeast. Go!"

The girls quickly got into their squads and started down the corridors to their objectives. The Carissima and her squad too moved out, looking up to that jagged southeast staircase that shot up to that artificial platform in the smoggy sky.

Suddenly, the oppressive aura of a Witch sent shivers up the Carissima's spine. The Witch that they had been sent to chase was close by. Judging by the unusual strength of that ill aura that hung about, she knew that Witch wasn't alone. Minions, perhaps?

Then, the unnerving sound of cocking guns reached the Carissima's ears.

"Halt!" Three young girls appeared, flanking the Carissima and her squad. "Stay where you are!"

They were the girls of the Padre Faura, holding up their Sturmgewehr assault rifles in their hands. The smog and soot painted their faces black along with traces of blood and tears. There was a maddened, terrified look in their eyes, as if those eyes had witnessed savagery of the basest degree. Also, there was only three of them. The Canadian Carissima had expected at least fourteen.

"What happened?" The Carrissima asked calmly, sounding as impartial as she could. "Where's the rest of your troupe?"

At the mention of the others, the girls were struck with grief.

"The Russians from Stalingrad…" An Aspirant shivered as she struggled to speak, "There were four of them… T-they all turned into Witches! All at once!"

The Aspirant then pointed her gun straight at the Carissima's face.

"You're here to finish us off, aren't you? Just leave us alone!"

The sound of screams filled the other corridors of the industrial maze and distressed telepathy flooded the Carissima's mind.

" _The Witch got us pinned down! Requesting backup!"_

" _There's traps everywhere here too! We won't last long over here!_ "

" _Damned smog is toxic, Carissima! We can't see a thing beyond it, but the Witches just stick us with shots! We're pulling back!_ "

Her company was being whittled down mercilessly at the hands of the Witches or the hazards of the barrier. The Americans and Mexicans too were held down at the entrance of the industrial maze, cutting the Canadians off from their allies.

"Now is not the time to fight amongst ourselves, Aspirant!" The Carissima lashed, "We are Puella Magi – our mission, first and foremost, is to defeat this Witch."

She then pointed up to that artificial platform and spoke.

"Lorelei Sankt is up there in the barrier's core. We're here to save her, but we'll need every bit of help we can get. Your friends are with her over there too, right?"

"If we can make it there and defeat the Witch, we'll be able to save your friends too." Anne-Marie then extended her hand towards the Aspirant. "We can deal with the politics later, okay?"

The Aspirant hesitated for a moment, but eventually took Anne-Marie's hand.

"Okay."

* * *

**Act XLII – Flanders Fields**

Through the long, narrow corridors of the Industrial barrier, the girls of the Philippine Expedition advanced in small groups towards the jagged staircases that shot up through the smoggy sky.

Standing between them and the staircases were the four sniper Witches, taking positions around the barrier to engage the divided mass of Puella Magi that traversed their lair. Bunkered up in the concrete watchtowers overlooking the maze or hiding behind the thick factory smog, they would make sure that none of the girls would make it through.

The barrier itself would not be kind to the girls of the Philippine Expedition. Instead, it was horror manifest – hell on earth.

Smokestacks that stood four stories high coughed up thick, poisonous fumes that rose up to the sky and coalesced into dark, oppressive clouds that practically covered the sky. The girls covered their faces with handkerchiefs or their sleeves lest they suffocate to death or burn from within.

Industrial machinery of all shapes and sizes lay hidden around in these corridors as well, striking suddenly at the girls as they advanced.

Large vertical wood saws sprang out of the ground, slicing clean through an unsuspecting magi or maiming them viciously. All the while, embroidery machines launched sturdy threads, hoping to ensnare a Puella Magi and draw them within range of their automatic sewing needle.

Indeed, many girls were sawed nearly in half around the maze and a number of them lay motionless, stitched mercilessly to their fallen comrades in a macabre fabric.

Large gunpowder barrels and crates sat around the narrow corridors as well, sensitive to the touch and turning into a blazing inferno at the drop of a hat. Unfortunate magi who tried to use those barrels and crates for cover or used their firearms nearby were mercilessly blinded and burned in a mockingly colorful blast.

Faceless dolls wandered around the corridors as well, each and every one of them wearing an Equestrian-Grenadier uniform and bearing a sharp fencing rapier at their sides. Their resemblance to the most celebrated Maultier and dishonored Carissima of Salvae, a girl that every magi of the Philippine Expedition had seen before, was shocking. The squads of girls hesitated to fight the facsimiles, but the entities drew their blades and attacked them. With heavy hearts, they fought those faceless visions.

Whittled by the countless, treacherous traps of the Industrial barrier, the black, corrosive shots the Witches fired and the faceless facsimiles they spawned, the Puella Magi of the Philippine Expedition pressed onwards.

Their progress was marginal at best and their casualties grew unbearably high, but they had no choice but to march on. No matter what the Witches and their barrier threw at them, they had to make it to the core barrier and save Lorelei Sankt.

Anne-Marie Doucette, the Carissima of Quebec, knew this objective well and was inclined to reach it. Armed with her array of grenades and explosives, Anne-Marie led her squad of Canadian magi and the three Padre Faura Aspirants through the maze with a delicate mix of tact and urgency. With her observant eyes and quick reflexes, the Carissima shepherded the troupe around the traps and away from the thickest masses of smog.

Together, the girls advanced forward in a single-file line as if to storm a building as the Expedition had originally prepared to do.

The facsimiles who tried to attack them were quickly routed with teamwork that was almost like clockwork. Fragmentation grenades broke the ranks of facsimiles, quickly followed by a salvo of arrows and gunfire. The swords and spears would then charge into their injured foes to finish them off. Shattered dolls were whisked to the sides of the corridors as Anne-Marie's company passed by.

Inch by inch, the troupe came closer and closer to the south-east staircase.

Naturally, the Witches were displeased and acted accordingly.

Corrosive bullets shot through the smog and struck one of the Padre Faura Aspirants in the back.

"Witch, six-o-clock!" The Carissima barked, "Turn around and pepper her up!"

"No!" The injured Aspirant cried. With a shaky hand, she pointed out to the distant watchtower where a second Witch was taking aim at Anne-Marie. The first Witch too was coming too, her approach heralded by light, ghostly steps. "Leave me! Get out of here!"

The Canadian Carissima shook her head. "Let's go."

At her command, the rest of the troupe dashed into a different corridor. They could hear the hail of corrosive shots tearing through the young magi, hissing mercilessly as the acid burned her body. Then, the first Witch pounced on the dying girl, thrusting an obsidian knife into her throat.

In the corner of her eye, Anne-Marie caught a glimpse of the first Witch as she slew the magi – it was the Witch they had injured and scared off in the forest barrier. Anger burned deep in the Carissima's heart.

As the troupe retreated from the scene, Anne-Marie quickly slapped a small, taped package onto the corridor walls before joining the rest. The first Witch came in pursuit of the girls, passing by that package. Curious, the Witch took a closer look at the package. It had a fuse.

A powerful blast rocked the corridor, throwing the Witch against the wall and igniting her camouflage net in hungry flames. Shrieking, the Witch rolled around on the floor, trying to douse the flames.

This was when the Canadian Carissima returned, a cold glare in her eyes and a Webley pistol firmly in her hand. She emptied its magazine into the Witch's face until it ceased to move. The Carissima then turned the Witch over to the side to find the small Grief Seed lying on the floor. She picked it up and frowned.

Was this all that was waiting in store for Puella Magi in the end?

The treacherous wood-saws and embroidery machines promptly fizzled into oblivion and a handful of facsimiles faded away into nothingness. A fraction of the sky even seemed to clear up as a smokestack or two came crumbling to the ground. Then, a lifeless body appeared before Anne-Marie. From her features alone, she could tell that she was Russian. Now, Anne-Marie knew whose barrier this truly was.

Anne-Marie could not lament. The rest of the barrier, still remained after all. Their job wasn't over yet – not by a long-shot.

Before she could even raise her head, a corrosive shot whizzed past and scraped the Carissima's shoulder, coating the small wound in acid. Anne-Marie fell to her side, gasping for air as the pain filled her body. Her heart raced as she saw the second Witch approach, its obsidian blade drawn. The Carissima couldn't focus, unable to summon her explosives in that critical moment. It was over.

All of the sudden, the two remaining girls of the Padre Faura rushed forward to strike at the Witch. It was a suicidal attack and the two Aspirants knew. However, there was no fear in their hearts. Their swords were raised to the level of their eyes and their target was clear, standing their right before them in plain sight.

The exchange was quick, to say the least - Quick and one-sided. The two girls stood no chance and found themselves covered in slash and stab marks that now bled them to death. However, their assault was not fruitless. Their swords had struck and maimed the Witch's legs, enough to pin her down to the ground. The Aspirants died with victory in their hearts.

Seeing this, Anne-Marie clenched her fist as a tear forcefully ran down her cheek. Gritting her teeth, the Carissima waved her arms around gracefully, calling forth a flash of bright light. Sticks of dynamite appeared, tied together into a large belt that wrapped the Witch and held her in place. With a loud cry, she raised her hand and threw it down in a grand chopping motion. A chain of powerful blasts engulfed the Witch and the Aspirants' corpses in a ball of flame. Only ashes remained, atop which the body of the second Russian magi lay.

Anne-Marie wiped her tears and hobbled back to join the remnants of her squad. All around them, the vicious traps that were scattered about grew derelict, collapsing into piles of cogs and sprockets. The rest of the smokestacks crumbled as well and the smog slowly started to clear. Now, only the facsimiles remained in the barrier, appearing more frequently as they approached the staircases.

The Carissima rested a hand on her injured shoulder as she saw the mass of facsimiles standing between her small squad and the south-east staircase. She summoned a fragmentation grenade before her and caught it with her free hand. She turned her eyes from her grenade then to the dolls. The dolls all raised their sabers, prepared to charge.

"So that's how it is, eh, Serafina?" Anne-Marie thought, the pain on her shoulder still biting into her. "You have served Salvae well all these years… but _la_ _Ville de Quebec_ has nothing more to give you…"

Suddenly, the unmistakable burst of machinegun fire rang out and hails of bullets struck the facsimiles and mowed down their ranks. Anne-Marie turned around and saw the Carissima of San Francisco, turning the Gatling gun's hand crank as fast as it would let her.

"Sorry we took so long, Annie." The American Carissima apologized, "We met a lot of trouble along the way – but we're here now!"

A handful Mexican and American magi were with her. Together, they formed a unified rank and laid down heavy fire on the facsimiles with their bows and guns. It was a refreshing sight.

Then, the Mexican Carissima appeared as well, mounted on a spectral horse as she held onto an Aztec spear. Behind her were the remnants of the Canadian squads that Anne-Marie had sent out. These thirty girls were all that remained of the grand Philippine Expedition. Though the deaths of so many of their comrades stung in her heart, Anne-Marie was glad to see at least these magi make it through.

"Oye oye, Anna-Maria!" The Mexican cheered, mispronouncing the Canadian's name on purpose, "We still have work to do, _amiga_!"

As the Mexican Carissima spoke, the spectral horse whinnied supportively and raised its front hooves up, eager to continue the fight.

" _Oui_." The Canadian said, a relieved smile on her face. "We'll rebuild the North American branches after this... for now, let's finish what we stared."

She then turned to the south-east staircase and the horde of facsimiles that still stubbornly stood between them.

" _Marchons!_ _Pour nos s_ _œrs!_ "

…

.

…

* * *

**Epilogue**

The clear bells of the Mitakihara Middle School rang that early morning, marking that the classes would be starting soon. A whole host of students from the prestigious middle school thus picked up their pace, walking faster to class lest they wanted the gates to be shut on them. Madoka Kaname walked in the midst of this crowd of students, but was headed in the opposite direction. The other students whispered amongst themselves as they watched Madoka, wondering what the girl was up to.

The upperclassman she had befriended, Mami Tomoe, had been absent from school for quite some time now. Her best friend too, Sayaka Miki, started skipping school not too long ago. All eyes then turned to Hitomi Shizuki, hoping she would know what was going on. She could give them nothing more than a worried frown.

Madoka ignored the eyes of the crowd. There was already a lot going on in her mind. The things she had heard and seen at the railway junction, for instance… or the horrifying visions of the past she now had practically nightly. These people looking did not understand the truth, after all, nor would they believe it. Madoka just walked on, into the streets of Old Mitakihara.

The cobblestone streets and the old European-style buildings of Old Mitakihara unsettled Madoka. Her heart raced nervously as she walked through those streets. They reminded her of the city she saw in her dreams – and the Witch that had once assaulted it. Still, she walked on. There was someone who had called her out to Old Mitakihara after all.

"You made it." Kyouko Sakura then appeared, leaning against a building under the shade of one of the corridors. "For a moment, I thought you wouldn't come. After yesterday and all…"

A frown grew on Madoka's face, but she quickly shook her head.

"What did you want to talk about?" Madoka asked, her composure restored somewhat.

The red-haired girl peeled herself off from the wall then turned to Madoka with an earnest question,

"Do you want to save Sayaka Miki?"

**To Be Continued**

* * *

**Episode 15 Preview**

Dark circles started to thicken beneath Homura Akemi's eyes as she sat silent in her classroom. As the teacher read through the morning announcements and the attendance sheet, Homura kept her heavy, heavy eyes closed to rest them. She hadn't been able to sleep well at all.

"Sayaka Miki?" The teacher called out, pausing for a moment to scan the room. "Not here again, huh?"

For nights on end, Homura had been watching the girls of the Second World War. She had followed them, hoping to learn more about the mysterious Walpurgisnacht. Instead, she found more than what she had intended to find.

"Madoka Kaname?" The teacher called out again. Her lips twitched, a little bit displeased. "I didn't think Kaname-san would be out today as well. Moving on…"

More and more, Homura started to feel troubled. The reality and the nightmare, she could no longer discern when one began and the other ended. Who was it that watched? Whose life was it she was watching?

"Homura Akemi?"

What was she even doing in class?

"Excuse me." Homura apologized. "I don't feel well."

Before the teacher could even speak, Homura lifted herself up from her seat, gathered her things and left the classroom. This wasn't the time for her to be sitting around like this. The clock was ticking, after all. Once again, Walpurgisnacht would attack Mitakihara.

" _We Don't Have A Lot of Time."_


	15. We Don't Have A Lot Of Time

  **Act XLIII - Lacrimosa**

The war-torn city square was filled with a tense silence. Audrey, Ligaya and Michi stood vigilant, holding their weapons up as their eyes swept through the city square. Together, they formed a circle around the dazed Lorelei Sankt. The Americana clutched her golden neckerchief tightly with one hand and the M1918A2 BAR strapped to her shoulder with the other. The Filipina silently prayed the rosary as she held onto her M1 Garand rifle, steadying her shaky hands as best as she could. The Japanese girl stood at the vanguard with her naginata at the ready. All the while, the Magni Domina was silent, her heart filled with sadness and fear. None of this seemed real to Lorelei – not the scars of war, nor the metallic stench of death.

"It's… it's just like in the Somme…" Lorelei whimpered, remembering those horrifying sounds and putrid smells clearly.

"Quite interesting, no?" An Incubator stepped forward, sitting before Lorelei with its eerie smile. "Why do you think that is so?"

As he spoke, Kyuubey's kin scattered about the barrier, observing the barrier and the extraordinarily heavy aura that hung about it. Each and every one of them wore genuinely intrigued smiles, drawing Michi's ire ever so nonchalantly. Lorelei, however, did not know what to think or say.

"That would be because a Grand Witch – if I might call them that – is basically a lesser-Dreadnaught." The Kyuubey who remained in the square spoke observantly, unflinching as he muttered out his hypothesis. "She is a Witch born out of the influence of a Dreadnaught's taint."

A lesser-Dreadnaught? Michi's heart was unsettled for a moment, but she shook her head. Pondering these peculiarities would do her no good. The flapping of wings then reached the girls' ears, growing louder and louder. All the while, the offensive aura became heavy. Whatever it was that had manifested from Serafina's gem, they would have to stand and fight this monstrosity.

"She's coming closer!" Michi warned, pointing her naginata at the direction of the noise. "Audrey! Smoke her out!"

"Got it!" The American quickly waved her neckerchief around gracefully, spawning four dozen of her 20mm flak guns in a circle around them. "Here goes!"

The flak guns fired in unison, producing a thick cloud of smoke and shrapnel that filled the city square. The shape of the fallen angel was quickly imprinted in the shrapnel cloud; its forlorn face and blazing sword drawing too close for comfort quickly, coming from Michi's blindside. Michi saw this and a bead of cold sweat traced down her neck. She wouldn't be able to defend in time.

"Ligaya!" Audrey quickly barked, "Get her off our backs!"

"I'll try!" Ligaya cried, raising her hand up to the sky. Three P-51 Mustang fighter planes flew over that city square and the cloud of shrapnel, peppering the approaching Witch with heavy machinegun fire. The Witch shrugged off the plane's bullets, unscathed by the swift fly-by. The attack run, though, was just enough to dispel the Witch's invisible veil and to irritate it into chasing the planes.

With the Witch's back turned to them, Audrey and Ligaya quickly summoned the heaviest materiel of their arsenal. 105mm howitzer guns appeared beside two Pershing tanks and pounded the Witch's back with a hail of shells, wrapping the Witch in a ball of fire. Her wings of black stone spread out, preparing herself to flee from this trickery. Michi, however, was not keen on letting her go.

The Japanese girl leapt forward and whirled her naginata skillfully, running its sharp curved blade through the Witch's wings. Those wings that seemed as soft as feathers fell to the floor with loud thuds and the Witch wailed in agony. Unceremoniously, the angel of black stone fell face first on the cobblestone road.

"Lady Lorelei!" Audrey turned to the Magni Domina who watched the battle in absolute fear. "Lend us a hand!"

"H-how can I?" Lorelei sobbed, shaking her head sorrowfully. "T-that's Serafina you're hurting! That's just cruel!"

"Hurting?" Michi gritted her teeth, "I don't think we're hurting her at all!"

Indeed, even after Audrey and Ligaya's barrage, the back of the fallen angel was barely scratched. The cracks that had formed were mockingly small and the craters the shells had left were shallow. Also, these marks quickly disappeared as the black stone regenerated. The wings that Michi had just cut off too were already starting to grow back.

"Impossible…" Michi gasped, unable to believe her eyes. Could this creature, this 'Grand Witch' that the Incubators called, be resistant to their magic?

Before Michi could gather her thoughts, the creature picked itself up from the ground and swiped its sword into the sky. A long, thin line of flame shot out from the blade and tore through the three Mustangs, incinerating them from the inside out. Coughing up thick, black diesel smoke, the husks of the three decimated planes descended to the earth in wild, tail-spins as they crashed into the city square.

The blade of the Witch seemed much more menacing now as the flames danced furiously and her face was ever so forlorn. From the depths of the earth beneath their feet, the girls could hear the muffled rumbles of explosions – one after another. Then, the complex and heavy aura the girls felt around them was lifted, albeit piecemeal. The girls, though, did not have time to ponder why.

The Witch's eyes of black stone then fell upon Michi who stood firmly at the vanguard, staring straight into the Japanese girl's soul. Seeing Michi, the Witch started to weep. Some way, somehow, this Witch must have remembered Michi and the girls who stood with her. Then, the witch opened her mouth and spoke in a shrill, lamenting voice.

" _Chomu, tovaryshi ? Moï tovaryshi_ !"

Lorelei's eyes grew wide. She understood these words the Witch spoke, having heard Serafina speak her native tongue so often in the past.

"' _W-why, comrades_?', she said…" Lorelei croaked wearily, translating the words " _'My comrades_!'"

The Magni Domina's heart raced and she suddenly sprinted out in front of Michi, facing the Grand Witch desperately.

"Stop this madness, Carissima Serafina! Please!" Lorelei pleaded, spreading her arms as if to protect Michi and the rest. "I'll call off the attack, so come back to us! We don't want to fight you!"

"Lorelei!" Michi lashed, abhorred by the Magni Domina's foolishness, "What are you doing!"

All too soon, the familiarity that Lorelei had sensed would amount to nothing. Without warning, the Witch flew towards Lorelei with its fiery blade drawn, still repeating that Ukrainian lament.

" _Chomu, tovaryshi ? Moï tovaryshi_ !"

"Get back!" Michi grabbed Lorelei's shoulder and shoved her out of the way

Michi then raised her naginata as quickly as she could. She caught the obsidian blade mid-flight but at a disadvantageous angle. Steel clashed against stone and Michi quickly felt the immense strength of Serafina's Witch. Even as she held onto her naginata with all her might, Michi was being pushed down by the Witch's sword-arm with such force that she felt her knees would buckle. The heat of the otherworldly flames that arose from the obsidian grew intense too, causing Michi to sweat profusely – it was almost as if she was being baked in the hellish heat.

The steel of Michi's naginata started to smoke and glow red then orange, melting and warping in the intense heat. Before long, the wood too caught flame and coursed down to burn Michi's bloodstained hands. Michi could hold on no longer and her naginata shattered before her very eyes. The fiery obsidian blade then fell down, swiping by Michi's side and grazing her shoulder. Her companions gasped in shock, horrified by how easily their strongest ally was defeated.

Flames seared the Japanese girl's skin with a vicious hiss and the sleeve of her blue kimono was set ablaze, causing her to jump back and throw herself to the floor. Her desperate move doused the flames, but the skin of her arm stung her unbearably. Still, she had no time to nurse her wounds.

"Michi!" Audrey cried, "Look out!"

Michi's eyes shot up to see the Witch approach holding its blade up to skewer her and pin her down to the ground. With a jerk, the Japanese girl braved the pulsing pain of her arm and rolled to the side and the Witch drove her blade straight into the cobblestone path. The obsidian blade was stuck, lodged deeply into the earth.

This was their chance, Audrey thought. She tapped Ligaya's shoulder and the Filipina nodded, understanding Audrey's plan immediately. The American whipped her neckerchief again sharply and replaced her spent howitzer guns with new ones as Ligaya's Pershing tanks adjusted their aim at the Filipina's command. The two girls launched another powerful salvo of firepower to strike at the Witch's side. Yet again, it dealt minimal damage – it did little more than stun it for a moment. The Witch's resistance to magic was made clear to them now. However, Audrey was not yet done with the Witch.

The American girl drew her trusty fire ax from her knapsack and charged desperately towards the distracted Witch. With every ounce of strength she had, she rammed the ax head into the Witch's chest and connected. The Witch then wailed again as a crack appeared where the ax had struck, larger than the ones their salvos of shells had ever dealt. Were conventional weapons her weakness, perhaps? It did not matter – Audrey's strike was far from enough to put down the Witch.

As Audrey pulled out the ax to strike the Witch again, the Witch's stone hands suddenly swept sideways, swatting the American. The back of the hand slammed into Audrey with such force that she was sent flying backwards into one of the building's facades. Blood painted her white teeth and she felt as if her ribs were about to give way. Audrey did not let go of her fire ax or her neckerchief, but she did not have the strength to stand.

"N-no!" Lorelei now panicked, seeing Audrey and Michi groan in pain. "Don't do this, Serafina!"

The Witch then turned to Ligaya and Lorelei standing together in the middle of the square, staring at them with its lifeless stone eyes. The Magni Domina whimpered, seeking shelter behind the young Filipina girl. As the Witch slowly approached the two of them with her blade raised, Lorelei felt as if death was looming over her.

Still, she could not raise her scepter to fight this monstrosity before her – this was still Serafina, after all. Ligaya, however, did not give up the fight.

"But what do you want us to do then, Lady Lorelei?" Ligaya cried, pleading the Magni Domina to act. "We can't just stand here and do nothing!"

The engines of the two Pershing tanks that Ligaya had summoned roared ferociously as they accelerated, both of them trained towards the Witch. Their 90mm guns fired one high-explosive shell after another in quick succession as they closed the distance between them and the Witch.

As the tanks skirmished with the Witch, Ligaya took the Magni Domina's hand and dragged her along to regroup with her friends. Ligaya lifted Michi back up to her feet and helped the Japanese girl to walk. Then, Ligaya led the two over to Audrey who was still stewing in the pain of the backhand blow. She laid Michi down next to Audrey and had a quick look at their wounds. They were going to be alright.

"Please heal Audrey and Michi, at least, Lady Lorelei." Ligaya said, drawing two Grief Seeds from her satchel – one for Lorelei and one for herself. "If you do not want to fight, then leave the fighting to me!"

Lorelei hesitated for a moment, but soon did what Ligaya had asked. She knelt down between the American and the Japanese girl then laid her hands over their injuries, bathing them in bright white light. The stinging of Michi's burns and wounds were eased and Audrey's fractured ribs were healed.

The Filipina then turned back to the center of the square to see how her Pershing tanks fared. She needed to buy her friends some time to let them heal – ten minutes would do. If she could buy them that time, they could try to defeat this Witch together again. Ten minutes, though, was too much to ask – Ligaya's heart quickly sank.

Before the tanks could ram the fallen angel as Ligaya hoped they would, the Witch skillfully slashed at the tanks. In that flurry of swipes, the Witch sliced the M3 90mm tank guns off their turrets and wrecked their treads. As the Witch passed by the immobilized tanks with her flaming blade in hand, the engines of the two tanks caught fire. The dancing flames ate their way through to the fuel tanks and to the ammunition storage and the mighty Pershing tanks went off like fireworks. Two of the toughest tanks in the service of the United States Army could not last more than two minutes against the Grand Witch.

Having made quick work of the tanks, the Witch set its black eyes on the girls again, walking towards them in a lethargic gait. They were next.

"F-frau de la Cruz!" Lorelei stammered, seeing the derelict tanks set ablaze, "Are you sure you can handle this?"

She knew Ligaya wasn't proficient in melee combat at all. The Magni Domina's wavering resolve quickly waned, knowing all too well the answer to her question. Ligaya, however, did not share this sentiment one bit. Rather, Ligaya's determination remained solid. Why was this girl so determined? Even she herself must have known that she could not defeat this Witch.

"Should that really matter?" Ligaya asked, extending her hand forward. "If we give up now, then all is lost… but we can still try!"

Olive green light flashed before Ligaya, summoning a new Pershing tank for her to command.

"My father fought for me, even as death stared him in the eye. My mother still smiled as she drew her dying breaths!" Ligaya clenched her fists, "They sacrificed their lives for me… and I have no intention of letting it go to waste!"

The Witch wailed bitterly as it raised her blade, signaling an impending charge. The Filipina, though, stood resolute and cried,

"I will not give up! Not now! Not ever!"

With a mighty thrust of its newly grown wings, the Grand Witch flew forward, dragging its fiery blade through the cobblestone roads and leaving a trail of fire in its wake. The lone Pershing tank revved its engines and drove to confront the monstrosity. Ligaya ran behind her tank, her M1 Garand firmly in hand and determination shining in her eyes.

The Witch struck first, swiping its obsidian blade upwards, tearing through the tank's lower glacis with ease. However, the blade did not swipe through as neatly as it had done on the first two tanks and the Witch was shocked. Its dark eyes turned to that extraordinarily tough tank and saw it emanating olive green light.

Ligaya laid her hand on the Pershing tank and imbued it with magic, repairing the hull and multiplying the armor's integrity. No matter how hard it tried, the Witch could not pull out her blade. Thus, Ligaya trapped the obsidian blade firmly in the lower glacis but only barely. As the Witch doubled its effort, the flaming sword slowly cut upwards, overpowering Ligaya's magic.

"I'm not the strongest Puella Magi there is…" Ligaya grunted as she fought back the blade with as much magic as she could muster. "But I'll do what I can!"

The Filipina then quickly snapped her finger, causing the Pershing tank to disappear. The Witch's sword arm suddenly shot upward as the resistance clamping its blade down vanished, throwing the Witch wildly off balance. Ligaya grinned.

"Stay down!" Ligaya shouted, drawing her father's _balisong_ knife and launching it at the Witch's knee.

The small, sharp Batangas blade hit its mark and the Witch howled desperately, thrashing around as it tried to pull that tiny blade out of her knee. The Filipina then raised her M1 Garand and blasted the Witch with lead as quickly as she could pull the trigger – bursts of eight shots in quick succession. The cracks and craters they left were deep marks, but the Witch still stood strong. A lone Garand could only do so much damage, after all.

"Please stop this…" Lorelei shook her head, unable to watch Ligaya's ultimately fruitless struggle, "Talk to Serafina… please!"

"That's not Serafina anymore, Lorelei." Michi then spoke from where she lay, "Grand or no, this is a Witch and we, Puella Magi, must defeat it. Was not Salvae created to fight Witches as well?"

"So you would just choose to kill your friend?" Lorelei's voice cracked

"Would you like to leave Serafina like this then, Lady Lorelei?" Audrey countered, "Serafina did not want this. The best we can do is to end her suffering."

"B-but!"

The rapid cracks of Ligaya's Garand rifle suddenly ceased, replaced by the loud shots of her Peacemaker revolver. She did not have a lot of ammunition with her left, and the Witch was starting to regain its footing.

"Her final wish was for death." Michi then spoke, sitting upright as she turned to Lorelei "With the way things stand, only you can grant her this final wish!"

As Lorelei listened to Michi speak, the Witch drew her blade again and was finally able to shield herself from Ligaya's thinning gunfire. A telltale click echoed through the city square, causing Ligaya's heart to skip a beat. She had fired her last shot and the Witch was poised to strike.

Jerkily, the Filipina summoned one last Pershing tank that appeared before her to parry the Witch's blade in the nick of time. She did not have enough magic, though, to imbue that tank as strongly as she had previously done. Thus, the flaming obsidian sword carved slowly but surely through the tank's armor sideways. The Magni Domina gasped and shakily turned around to face Serafina's Witch.

"Serafina!" Lorelei holding onto her scepter half-heartedly, "Don't make me do this!"

The green gem that encrusted the Filipina's metal bracelet rapidly grew dark as she countered the Witch's strength with what little magic she had left. The searing blade then found its way to the fuel tank and ignited it – a large tongue of flame burst through the engine's exhausts. If she tried to make her tank disappear again, the sword would definitely cleave Ligaya in half… but if the blade dug any deeper than it already had, the tank would definitely explode.

"LADY LORELEI!" The Filipina screamed, feeling the blazing heat grow hotter and hotter. "DO IT! NOW!"

Lorelei Sankt gulped. She knew she had no choice.

"I'M SORRY, SERAFINA!"

The Magni Domina raised her scepter up high and a powerful bolt of lightning came crashing down to strike the fallen angel down to its knees with pure force. Lorelei then aimed her scepter at the downed Witch and a sea of lightning came forth, caging the Witch in crackling sparks and flashes. Audrey, Michi and Ligaya shielded their eyes as the bright, bright light threatened to blind them.

Fragments of black stone started to crumble from the Grand Witch, falling down to the street like dark snow. The lightning coursed through the fallen angel's body, overcoming her magical resistance and splitting the stones so painfully slow. Lorelei couldn't bear to look at the Witch any longer. Tears rolled down the Magni Domina's cheeks as she heard the Witch cry out in pure agony.

Robbed completely of her strength, the Witch threw herself down onto the floor, its back straight and its head lowered. As the lightning purged the last wisps of life from the Witch, the black stone finally shattered. Serafina's corpse then descended from the invisible strings from which it hung and landed softly onto the cobblestone road. A small black Grief Seed then appeared in Serafina's hand, only to roll off her palm and onto the street.

* * *

**Act XLIV – Passus Regina**

The complex barrier that Serafina had spawned promptly vanished and the girls were returned to the _Edificio Gumamela_.

It was the early morning in Manila now and sunlight revealed the poor state of the grand building. Her marvelous façade of stone and concrete that had adorned the _Calle Escolta_ for over a decade lay in ruin; covered in large, smoldering craters and lined with gaping pockmarks and wide cracks. Her doors had been smashed by artillery fire and the glass of her windows lay in shattered fragments on the sidewalk. The insignias of the Manila Branch of Salvae, impressions of a rook standing before two crossed swords carved into the stone, were covered in dust, debris and soot. Even the brass '8' fixed to the wall by the entryway was blackened and warped, unhinged as the number now hung sideways. The whole place looked as if it had been gutted by a fire. None of the Manilenyos who had frequented the Escolta would recognize it – and neither would Lorelei.

It was such a magnificent building, Lorelei remembered. Under Elise's care, the building flourished and its beauty grew year after year. It was the dream post of every Puella Magi of Salvae and the pride of Elise de Lamarliere. Now, the _Edificio Gumamela_ was merely a husk of its former glory, housing the corpses of the girls who had admired and loved it. The _Edificio Gumamela_ 's fabled caretaker Elise too lay dead as her building seemed ready to crumble.

Lorelei then started to feel empty, as empty and desolate as the _Edificio Gumamela_ she and Elise had built together. The dream she had lived for these past three decades ended so abruptly, like a candle blown out by the wind. All that was left was this nightmare of a reality, a cold draft that seeped through the shattered windows, freezing her very soul.

"Lady Lorelei!" a voice suddenly called from the fourth floor hallway, followed by the shuffle of rushing feet.

The remnants of the Puella Magi of the Philippine Expedition burst into the room, led by Anne-Marie Doucette and the Carissimas of the US and Mexico. They panted heavily, bearing many wounds and bruises from the battles they had fought. However, they still managed to encircle the Magni Domina and the last of the girls they had come to arrest.

Audrey and Michi, now mostly healed, picked themselves up from the floor and stood beside Ligaya. Together, the three of them watched their captors with careful eyes. There were less than thirty of them now – weapons were summoned en masse as the girls of the Expedition tried to bare their teeth. One could easily tell, though, that a haunted fear lingered in their hearts. Still, the thirty girls were ready to do battle if their captives resisted.

The last three of the Padre Faura magi all tossed their guns to the floor and raised their hands up over their heads.

"You three…" Anne-Marie Doucette faced the girls, her hand cautiously tapping the Webley pistol holstered at her hip. "Transform back to normal and surrender your gems peacefully."

The Japanese girl's lips crumpled, but she did as she was told. With a flash of turquoise blue light, Michi's kimono disappeared and gave way to her travelling clothes. Her darkened blue gem materialized in her hand. Audrey and Ligaya followed suit.

In that deathly silent room, Audrey, Michi and Ligaya's footsteps echoed as they approached Anne-Marie to hand her their gems. The girls of the Philippine Expedition clutched their weapons as their three captives passed by them. They knew who these three girls were – the American and Filipino discipulas who Lorelei had once chosen to become Carissimas and the Japanese rogue whose naginata had ended the lives of dozens if not hundreds of Puella Magi.

Together, the three of them would surely be more than a match for their shattered troupe. To see them surrendering to the wounded Anne-Marie without question baffled them. The Canadian Carissima watched the three girls carefully, wondering what they were up to. Once her eye lingered for a moment, though, she saw her Magni Domina rise up from where she knelt and hobble somberly away from her army. She was headed towards the spot where Serafina and Elise's corpses lay, and in her hand…

"The black king…" Anne-Marie's thoughts escaped her lips.

She and the other Carissimas had seen Lorelei with that old chess piece often. Whenever she was sad, lonely or burdened by her thoughts, she would take out that piece and would eventually be calmed. This time, though, as she knelt beside the two corpses, the black king no longer gave her peace. Anne-Marie squinted then saw a peculiar figure in Elise de Lamarliere's partially opened hand. It was a white queen.

The Magni Domina gently held onto Elise's hand and shakily placed the black king piece beside the white queen.

"So… it's checkmate, huh?"

Then she wept bitterly.

* * *

**Act XLV – Casus Tortus**

The battered walls and windows of Elise de Lamarliere's room cast long, dark and crooked shadows onto the chessboard floor, starkly contrasting the bright morning sun. Behind that veil of shadows, two bright, round and red eyes gazed. A silhouette of the curious white creature sat in that darkness comfortably, watching the chaos in its midst with a satisfied smile.

"Lorelei Sankt. Why do you weep?" The creature spoke as it stepped out of the darkness and into the sunlight, "Do you not see that Ms. Larivenko and the Mademoiselle have each done this world a favor?"

"What favor have they done?" Lorelei tearfully demanded, sobbing as she held onto Elise's cold hand. "All I see is cruelty – the basest cruelty! They are victims of your cruel design!"

"Cruel?" Kyuubey hummed, sounding puzzled, "I still do not fully understand this concept of 'cruelty' you and your kind speak of is. All of this that has transpired thus far is of my design; I will not deny this fact. I would not go so far as to call it 'cruel', though. Their sacrifices… no, the sacrifices of every Puella Magi who had lived in the past and those who will succeed you serve a higher purpose!"

Lorelei raised her eyes to the creature, pained by how unflinchingly this creature spoke those cold, cold words. Michi's eyes then sharpened. She knew what the Incubator was trying to do.

"The universe both humans and we, the Incubators, share is dying, fading into the oblivion from which it sprouted." Kyuubey then continued, "To cut a long story short, the birth of Puella Magi and the manifestation of Witches counteract the degradation of the universe. Thus, the cycle of Puella Magi and Witches and the eternal war they have waged since the dawn of human history exists."

"And the Taint of the Dreadnaught is your way of ensuring that this cycle continues." Michi interrupted, her tone cold and belying rage. "Is that correct?"

All of the girls in the room stopped and turned to Michi, surprised by her curt response to the Incubator's explanation. Kyuubey looked intrigued by this sudden interruption.

"Why, yes." The Incubator tilted its head, "It seems the Mademoiselle imparted her knowledge to you, Michi Hideyoshi. Thus, you are aware that this cycle and the taint exist for the maintenance of the universe. Why do you think the Mademoiselle told _you_ this, of all people?"

Michi's eye twitched, taken aback by Kyuubey's words.

"Tell me." Michi said plainly.

"That would be because the Mademoiselle was a fool who believed she could stop this cycle." Kyuubey replied. "She also thought that you would also try to break it in her stead."

The creature then turned to Michi and smiled.

"I can see it in your eyes – you have already taken up her foolish cause."

The Japanese girl's face grew pale. She remembered Elise's dying words clearly and the Incubator knew.

"If you are as wise as I first thought you to be, then might I suggest that you forget those words and let nature take its due course, perhaps?" Kyuubey blinked, but kept its eyes fixated on Michi's. "To break this cycle is impossible to do, Hideyoshi-san. Even if you or Elise had succeeded in breaking the cycle and shackling the Dreadnaught to an unnaturally powerful Gem, the world would be thrown into chaos and stagnate."

"Elise wasn't a fool." Lorelei promptly interrupted, grasping Elise's hand tighter. "She was a brave girl who fought for me and held the Dreadnaught down all this time! Thanks to her, she gave me a second chance in life!"

"That may be so." Kyuubey nodded, "But ask yourself this, Lorelei Sankt… where did this second chance in life come from? Surely, you were unable to _create_ time. That would be absurd!"

The creature then sighed and wagged its tail.

"You are living on borrowed time, Lorelei Sankt – time that Elise de Lamarliere has stolen for your sake, and for your sake alone. In order to allow you to build the future you had dreamed of as a child, a world of peace and prosperity where no Puella Magi was homeless, hungry or lonely, Elise stole the futures of the girls of Salvae, Terrae Magicae. Their future is your future now – bound to your fate whether they like it or not."

Lorelei's heart suddenly throbbed and she clutched at her chest in pain. Her long, flowing gown and the mighty scepter she wielded disappeared in a flash of bright white and her Soul Gem appeared in her hand. It was pitch black, darker than any gem she had ever seen. Somehow, this darkness mingled with the brilliant white of her gem, forming a checkerboard pattern. Then, her eyes were drawn to the silhouette of a girl walking away to the depths of that sea of black and white.

"Elise…" Lorelei croaked, staring deeper and deeper into her gem. Her eyes then grew cloudy and her vision started to blur. "D-don't leave me here…"

Kyuubey's lips twitched slightly upwards. The bells of the Manila Cathedral then started to toll.

"Lorelei!" Michi lashed out, pushing the girls of the expedition aside. "Don't listen to that demon! Get a hold of yourself!"

The Japanese girl's words came too late, masked by the second brassy strike of the bells followed by the third. Lorelei turned to Michi with her glazed eyes and flashed an unsettlingly bright smile, her voice ringing eerily clear in the midst of the tolls.

"You will stay with me, right, Elise?"

Eight strikes rang clear in the city of Manila that morning, followed by the bitterest sobs of the Magni Domina who stared at the frightened Michi, if not through her.

"Stay with me, forever."

* * *

**Act XLVI – Dies Irae**

At the eighth toll of the bells of the Manila Cathedral, the lone, crisp sound of cracking glass echoed in the devastated room of Elise de Lamarliere. Everyone's eyes were on Lorelei as the Magni Domina held her gem up as if in a trance. Lorelei's cloudy blue eyes were tearful and unfocused as her entire body started to float up from the chessboard floor. Then, the Magni Domina's eyes went blank.

All of the sudden, the girls of the Philippine Expedition started acting up as well. Sharp pains started to assail them – pains emanating from their rapidly darkening gems. Every single one of them was brought down to their knees as they gasped for air, choked by this unknown force that had wrapped itself onto them. All of them were forced to kneel with their heads lowered towards the floating Lorelei Sankt.

"No… not this time." Michi said, transforming back into her blue kimono and summoning her naginata. She held her pole-arm like a javelin and trained it at the Magni Domina's gem.

"Are you sure you want to do this, Hideyoshi-san?" Kyuubey then piped up, watching the whole ordeal with delight. "You do know that defeating Lorelei, whether she has manifested or not, would mean that _you_ will inevitably succeed her as the Dreadnaught Witch?"

Michi suddenly froze, her naginata almost slipping from her hands. She had an excellent shot at the gem from where she stood, but her spear arm suddenly lost all of its strength.

"On top of that," Kyuubey added, finding Michi's faltering resolve rather amusing. "that one strike would mean the death of tens of thousands of Puella Magi around the world – a grand massacre!"

"Genocide…" Michi's irises dilated, reflecting the vicious scenes from her past. The Japanese girl could not move a muscle.

"Michi!" Audrey then cried, "What are you doing? Go for it!"

"I… I can't do it…" The naginata slipped from Michi's hands. It fell to the floor with a dull thud.

Audrey and Ligaya could not believe what they were seeing. The two of them quickly broke out of their lines and dove for their weapons. Ligaya retrieved her _balisong_ knife while Audrey picked up her M1918A2 BAR from the floor. The American shot at the gem with her automatic rifle and the Filipina tossed her blade.

The blade and the bullets though were slowed down by an electromagnetic field that encased Lorelei and her gem. They inched closer and closer to the gem but fell pathetically short, dropping to the floor with metallic dings. There was no turning back now.

Lorelei and the remnants of the expedition she had brought with her manifested in unison. Audrey, Ligaya and Michi quickly found themselves bearing witness to the birth of another strange barrier – a world of black and white. The American and the Filipina held their gems at the ready, preparing themselves to fight the horrors of this world. Michi, however, stayed kneeling on the floor and crying in shame.

Marble tiles of black and white were laid out all around the three girls, replacing the now weathered tiles of Elise's room. These tiles coalesced and formed winding paths that sprung outwards from the shattered windows of the _Edificio Gumamela_. Staircases and broad roundabouts lined their surroundings like a maze that continued upwards as far as the eye could see.

At the top of the staircase maze was a vast plane of black and white that extended outwards. Here, pillars shot up in odd intervals into space and blank monotone discs spun suspended up in the skies as they mingled with the clouds.

One by one, the bodies of the girls of the Philippine Expedition were lifted out of Elise's room and towards these discs by ethereal threads that bound them gently then were absorbed into them. Once they were consumed by the discs, intricate designs of black lace were imprinted on their facades like tapestries – a different and distinct one for every Puella Magi they now housed.

These intricate discs all swirled around the body of Lorelei Sankt, or rather a specter of her who weightlessly flew atop that world of black and white. Beneath these platforms and promenades that branched out from the battered windows of the _Edificio Gumamela_ , the city of Manila could be seen; her citizens unaware of the oddities that sprouted out of the war-torn building and claimed more and more of the sky. Dark, looming shadows were cast down onto the occupied capital and the grand walled fortress of Intramuros, but the Manilenyos did not see them. They did not know what was coming for them and their beloved city.

Audrey and Ligaya looked out the windows, watching that vast world of black and white expand further and further out to the distance. All the while, that specter of Lorelei Sankt grew further and further away.

"What's happening?" Audrey asked, turning to the lone Incubator who perched itself on one of the windowpanes to watch the mad marvel. "What's going to happen now?"

"Isn't it obvious by now, Ms. Burnham?" The Incubator wagged its tail merrily. "Manila will burn at the hands of Lorelei Sankt, and the rest of the world will follow!"

From those black-laced tapestries that hung from the skies, Witches started to emerge, clawing their way through their tapestries as they burst from the seams. Then, all at once, they descended down gracefully onto the promenades to take their places on the chessboard floor. From where Audrey and Ligaya stood, the Witches all seemed to take a strange, almost uniform shape. They were like chess pieces – the Grand Witches that sprung from the Carissimas took the shape of officers while the Witches of the Zealots and bound Aspirants appeared in the shape of pawns. This host of Witches and the Grand Witches that oversaw them came together in a mass of absolute horror – they would not let these surviving Puella Magi pass.

"Salvae, Terrae Magicae was an interesting organization while it lasted." Kyuubey hummed, sounding rather content. "Thanks to Elise's wish and Lorelei's dream, tens of thousands of Puella Magi came to be bound together into that organization – that's virtually every Puella Magi in the world! Now, all of them walk the earth as Witches!"

Faint trails of darkness branched out in every direction. Many more of those intricate discs of tapestry lay scattered around the world, tied together by a faint trail of darkness to the miasma that formed around the specter of Lorelei Sankt. These discs and the Witches they housed were being drawn slowly towards Manila, at the command of the Dreadnaught Witch who spawned them.

"So…" The American wiped the sweat from her forehead as she took anxious breaths, "That means we're the only ones left who can stop this."

"Quite right." The Incubator nodded. He then hopped off the windowsill and onto the world of black and white that continued to unfurl. "I would recommend, however, that you act soon. Your chances grow slimmer by the minute, after all."

The Witches then slammed onto the black and white promenades, causing the chessboard world and the _Edificio Gumamela_ it stemmed from to rattle and shake. Crumbling concrete and stone flowed down from the ceiling as large, structural cracks formed beneath Audrey, Ligaya and Michi's feet. Heralded by the most unpleasant moaning of wood, steel and mortar, the _Edificio Gumamela_ would soon topple to the ground. Audrey and Ligaya struggled to stay on their feet, but Michi just stayed where she knelt.

"It's over..." The Japanese girl raised her head to see the Dreadnaught Witch and the world of black and white she spawned. "We can't win… we never even had a chance."

**…**

**.**

**…**

**Epilogue**

Tears drenched the sheets of Madoka Kaname's bed as she lay there restless. Her eyes were red from crying and her voice was cracked, doing her best to suppress her sorrowful sobbing.

"Sayaka-chan…" The girl sniffed, wiping her eyes with her sleeves. "And Kyouko-chan too…"

Lying beside her was a small notebook of hers where she had sketched in her free time. There, five small figures were drawn in pen – Mami, Sayaka and Kyouko on the first page, then Homura and herself on the next. The shadows cast by the curtains of her room covered the first page, blurring her three friends into darkness. The sight made Madoka feel bitter.

All of the sudden, another shadow was cast, covering her sketch of Homura. It was the shape of an Incubator. Madoka quickly jolted upright in fright and hastily grabbed her notebook. She then turned to her window and saw the silhouette of the little white creature she was starting to loathe.

"Ah, you're still awake." Kyuubey said, staring at Madoka from behind the windows. "May I come in?"

"Leave me alone." Madoka sobbed, shaking her head as she refused to open the window. "I don't want to talk to you!"

"Still emotional, I see." The creature pawed the glass of her window, asking Madoka to open it again. "Are you still going on about what happened in Sayaka's barrier?"

The young girl then raised her teary eyes up to the window and saw that the silhouette was gone. Did Kyuubey leave perhaps?

"Or is it because of the dreams you have been starting to see?"

Kyuubey's airy voice startled Madoka again and the notebook slipped from her hands. This time, he sat amongst Madoka's stuffed toys, wagging its tail with intrigue.

"D-dreams?" Madoka tried to gather herself, but to no avail. "What are you talking about?"

The creature then pointed to the notebook that had fallen to the floor and a shiver ran up Madoka's spine. The pages of the notebook had turned and now showed a different set of sketches. On the first page was Serafina Larivenko, Elise de Lamarliere and Lorelei Sankt, their faces and costumes shaded in pencil. Then, on the next were Audrey Burnham, Ligaya de la Cruz and Michi Hideyoshi on a chessboard plane.

"You know about them, don't you - the actresses on the stage?" Kyuubey turned to Madoka. He then hopped off Madoka's table then laid a paw on the opened second page. "Or should I say… Walpurgisnacht."

**To Be Continued**

* * *

**Episode 16 Preview**

The fate of the world hangs in the balance

Though our hearts are nervous, we hold our heads high

_The pen that will write history lies in our hands_

_Our hands tremble, but we stand firm_

We cannot see the future, nor can we return to the past

This is the reality that lies before us

_There is no room for fear and hesitation_

_There will be nothing left for us if we do_

So then, we must march ever forward.

_We must chase that faint, faint light as distant as it may be._

_For at the end of it all…_

Nothing else matters.

_Nothing else matters._

-Audrey Burnham-

_-Ligaya de la Cruz-_


	16. Nothing Else Matters

**Prologue**

Lightning flashed over the horizon, brightening the dark skies of Mitakihara City for a brief moment. This momentary lapse of light illuminated the face of Homura Akemi as she walked through the city that evening. That flicker of light, though, was fleeting and disappeared in but an instant. The thunderclap then followed, reverberating through the streets to reach Homura's ears, but the girl barely paid it any heed. Her mind was elsewhere as she walked alone.

Homura's eyes looked out to the distance as she walked, but at nothing in particular. The rings etched beneath her eyes were thick and her face was pale, bordering on sickly. With Madoka Kaname skipping out on school, Homura had no reason to stay cooped up in the classroom. Instead, she spent her days and nights following the journey of the three girls responsible for the birth of Walpurgisnacht. Her search for truth, however, only revealed to her that she was damned.

Homura pursed her lips and lightning flashed again. The silhouette of that dead, swaying cherry blossom tree beyond the river was outlined in fleeting light.

Homura had sought truth, but still she knew not what to do with it. She did not know how to wield this truth or what good it would do in her situation. Whatever certainty that Homura had gained only served to compound her fears and doubts. To defeat Walpurgisnacht would mean becoming yet another puppet to the Incubators' game – the next Dreadnaught Witch. It was a fate she would be unable to escape, no matter how many times she repeated this fateful month.

She sought a way to overcome the darkness, but she found none in the vast, white expanse of her room. The grand pendulum that swung eternally back and forth reminded her that her time grew short. The floating, formless screens that showed Homura the past and the notebooks filled with battle plans and observations showed her no means of escape or victory. Dazed by the damning truth, Homura now sought hope – any hope. Homura sought any tangible sign that her efforts thus far have not gone to waste.

Thus, Homura walked aimlessly through the city. The dark clouds above her hung heavily in the skies and droplets of rain fell on Homura's face. The pitter-patter of rain soon strengthened and the light drizzle became torrential rain. Homura stopped walking and closed her eyes to face upwards. She could feel the heavens pour down on her. Was even the sky itself feeling pity for her?

Homura then shielded her eyes from the rain and opened them. She found herself facing the residential apartment complex where Mami Tomoe once lived. Homura lowered her head then walked towards the complex, her feet drawn towards the doorstep of the Puella Magi she once admired.

As she walked, Homura remembered the golden-haired girl welcoming her into her home with a happy smile. She remembered how Mami would eagerly pour her a cup of tea and serve her some cake. Back then, Mami threw her weight behind Homura without any hesitation and vowed to fight alongside her against Walpurgisnacht. The memory brought a frown to Homura's face.

Truly, Mami knew nothing about the consequences of fighting and defeating a Dreadnaught Witch. She did not even fully understand the full breadth of the truth about being a Puella Magi. Still, innocent and foolish as she may have been, Mami confidently looked forward to the unknown future. This innocence and foolishness of hers may very well have been why Homura admired the late gunner.

How Homura wished she could be an innocent fool too.

Before she knew it, Homura reached the locked doorway of Mami's apartment. She took out her Soul Gem and focused into its mild purple light. In the next moment, Homura appeared in the anteroom. She slipped off her wet shoes and hung her dripping coat by the door. Even if she had broken into the apartment, she remembered her manners out of respect. Now in drier layer of clothes, she stepped into the apartment and took a quick look around.

Not a thing had changed since she last saw it, save for the broom and dustpan lying by the wall and the stack of cleaned cups, dishes and utensils sitting at the sink. Madoka must have cleaned up the room on the last time that she was over. Homura then noticed some dried marks of water on the glass of the triangular coffee table at the center of the room – Madoka's tears. Homura shook her head then went straight to the far end of the room.

There was nothing but a bare wall there at the end of the room, as if it were a space that had been earmarked for some furniture in the future. Homura, though, knew better. She extended her hand forward towards the wall and the wall responded with a beep. Mami's digital Mercator map then appeared, projecting out from the wall.

A large windowed screen blocked Homura's view and read, 'Password Required'.

A password?

Homura pondered a moment before typing on the digital keyboard to try and search for Mami's password. Surely, it was something to do with what Mami cherished. Homura typed in word after word, but none of them seemed to be working. What exactly could have been on the gunner's mind days… or even hours before she died? After Homura's third attempt, a small message appeared beneath the input box. It was a hint that read, ' _tomodachi_ '. An idea then came to Homura's mind.

She hesitated for a moment, but then started to key in a name. "Ho-mu-ra."

She hit the enter key and the window that blocked her view disappeared. She had been granted access. A sharp pang of guilt then swept over her.

Even after the rift that had brought the two girls on their separate ways, Mami still believed in Homura somehow. As a matter of fact, the Mercator map's defensive outline still bore those two dots of color on the field – purple and yellow. In the end, Mami was still planning to come and lend Homura a hand against Walpurgisnacht.

Was that indifferent attitude that Mami wore in Charlotte's barrier only a front? Was she trying to show Homura that she too was strong?

As Homura pondered about this, a multitude of windows started appearing alongside the Mercator map. These windows showed a whole host of records and references that Mami had gathered as well as notes she had made about them. During the brief moment of enmity between them, Mami compiled her work with such diligence that even Homura was impressed. Just skimming through Mami's notes alone, Homura was able to make sense of Kyuubey's tale a little bit more.

Homura realized this then hung her head low. She quickly turned her eyes away from the map and the windows of Mami's notes. This gunner who died at the hands of a Witch didn't have to prove her strength to Homura. That evening, as doubt, fear and hopelessness swirled around in Homura's heart, Mami was stronger than her. Had their circumstances been different… had fate been kinder to them, she and Mami would have been great friends.

That, however, was wishful thinking.

Walpurgisnacht was coming to Mitakihara whether Homura was prepared or not. The fate of Madoka Kaname still rested in her hands. No matter what happened, Madoka must not make a contract with the Incubator. Madoka must stay out of this cruel game that had claimed the lives of so many. Madoka didn't deserve to join the pantheon of cursed girls who have been betrayed by their prayers. Homura would do everything she can to make sure of it.

The young girl then took out a flash drive card from her pocket and attached it to the Mercator map to download it as well as Mami's notes. On her own, she would continue to plan for the defense of Mitakihara. She would find a way to defeat Walpurgisnacht.

If only Homura could be as strong as Mami believed her to be.

* * *

**Act XLVII – Sanguinem Fuderit**

Heaviness gripped onto Michi Hideyoshi's heart as she knelt down on the chessboard floor. Her dazed eyes were turned up to the monochrome world that stretched out before her into space and the specter of Lorelei Sankt who had spawned it. Michi found it terribly hard to breathe.

Tears filled the Japanese girl's eyes – shameful tears and tears of disgust. She felt so disgusted with herself and the weakness that pinned her to the ground. She hated herself so much.

Audrey and Ligaya watched the tearful Michi with worried looks. The Michi they had known to be strong and resolute knelt there, utterly shattered. Then, the _Edificio Gumamela_ shook violently as more Witches and Grand Witches slammed onto the monochrome world. The impact nearly forced Audrey and Ligaya to stumble.

The stressed moaning of the building's frames and columns reminded them that this building was on the verge of collapse. They had to get out.

"Oy!" Audrey called out to Michi, "What do you think you're doing? We gotta get out of here!"

"… what's the point?" Michi's reply was nothing more than a defeated whisper, but it rang clear amidst the din, "Don't you see that there's nothing we can do?"

The way Michi spoke displeased Audrey. The Japanese girl refused to get up from the floor.

"Are you saying you just want to collapse with this building?" Ligaya then spoke up. Even she refused to accept Michi's response. "Get up on your feet!"

Michi shook her head weakly like the branch of a dead tree swaying in the wind. She then lowered her eyes to the floor.

Seeing this, Audrey clicked her tongue.

"Ligaya." The American said, "Lend me a hand."

Ligaya turned to Audrey then nodded eagerly. She and Audrey then suddenly grabbed Michi's hands.

"What the…?" Michi protested

Before Michi could resist, the two of them had hauled her up to her feet.

Still, Michi resisted. She planted her feet on the floor and forced her weight downwards.

"I don't want to hear this coming from you!" Audrey lashed as she and Ligaya tugged Michi along. "It isn't like you to be doing this!"

"Isn't like me, huh?" Michi suddenly spoke, her tone frigid. "Do you even have the faintest idea of who I am?"

Her words caused the two girls pulling her to hesitate for a moment. It was enough of an opening for Michi to finally break free from their grasps. The Japanese girl then turned her back to the two.

"Neither of you know who I am or what I've done." Michi's heart sank as she felt Audrey and Ligaya's eyes on her back. "I'm not the kind of person who deserves to live."

Audrey stepped forward, ready with a sharp reply. However, the American girl saw that Michi was shivering.

"Both you and Ligaya are still young." Michi spoke wearily, her words directed towards Audrey. "You've only been a Puella Magi for almost five years, while Ligaya has barely been one for three."

Michi clenched her fists as memories flooded her mind.

"Try living forty years with this curse we call 'magic'. You will see things that will shatter your faith in the world… and do things that you will never be proud of. They will haunt you for the rest of your wretched life!"

The memories that now filled Michi's mind came alive once more, breaking through the wall she had erected to keep them out long ago. She remembered them clearly now, torturing her very soul with guilt and regret. She could hold them back no longer.

"I'm a murderer." Michi said in a defeated tone, "I have killed people in cold blood."

"I had just saved my village from a Witch attack - became a Puella Magi for their sake. And what was my reward? Curses. Curses and hatred."

"The villagers saw me wearing this blue kimono of mine… watched me use the magic I wielded as I fought off the Witch. At the end of the ordeal, they wanted me dead. Only my mother and younger sister protected me in those trying times – my beloved mother and sister. They would not give me up to the villagers to be killed."

Michi's head then lowered and her lips started to tremble.

"T-then, that very night, my neighbors came and surrounded our house as we slept. With torches in their hands, they set our house ablaze. I awoke to thick smoke and hot flames and saw my mother and sister trapped in a wall of flame. I could not help them – it was too late."

She shook her head weakly as tears rolled down her eyes.

"The house collapsed on us and the villagers cheered, chanting ' _Death to the Witch! Death to the Witch!_ Their chanting was so earnest… and foolish… and cruel."

Michi's clenched fists shivered angrily at her sides.

"It was at that time that I arose from the ashes, feeling nothing but fury and the weight of the naginata I wielded. The villagers were surprised, fear gripping at their hearts as they saw a demon arise from the ashes and flames. Somehow, I really did feel like a demon then. I wanted to make them pay."

"I dashed forward and whirled my naginata at the villagers, tearing through one of them easily and spilling his blood on the earth. That wicked man fell to the ground with a dull thud, horror clear in his open eyes."

"The villagers screamed in fright and scrambled off away from me. They begged me for mercy. I gave them none. Instead, I gave them chase."

Michi's heart was pounding and her eyes were bloodshot as she harbored those very same murderous thoughts once again. She started to speak with gusto.

"I wanted to hear those villagers, those heartless scoundrels scream. I wanted to hear their hysterical cries as I chased after them one by one, slashing at them and impaling them with my naginata's blade. I wanted to hear their dying screams more and more with every villager I slaughtered in the fields! It was exhilarating – I wanted to make them suffer for what they had done to me and my family! My naginata thirsted for blood!"

Michi then suddenly fell silent. A remorseful sniff resounded in the room.

"Then, before I realized it… my entire village was in flames. Every villager who had lived there now lay dead on the fields. There was blood everywhere… a river of blood. The exhilaration I first felt was gone. All that was left was a horrifying question that haunts me even today – what had I done?"

Michi then covered her face in shame.

"You don't know who the hell I am, or what I have done. I'm a terrible person! There is a lot of blood on my hands… "

Audrey and Ligaya stood there silently as Michi sobbed, overwhelmed by those visions of the past. The two of them were a taken aback by Michi's story, maybe even a little bit shocked. However, they stood there and listened to her words to try and understand them. Once Michi fell silent again, Audrey spoke out calmly.

"Have you said everything you wanted to say, then? If not, then carry on till you're satisfied."

"H-huh?" Michi turned her head around to face the girls behind her, surprised by Audrey's mild words.

"All of us have had things happen to us in the past." Audrey continued, "It's tough to look back at them, and we know. However, living in the past isn't going to get you anywhere. If you choose to brood over things like that, then you'll stay in the same spot. You'll never be able to stand up to the present, or grasp the future that awaits us!"

"That's right." Ligaya added with a determined smile on her face, "You were the one who gave us the courage to fight, Michi! You saved us in Mariveles and watched over us in Manila when we met with the Hukbalahap and even during our time with Salvae. That is the Michi that Audrey and I remember!"

"B-but…" Michi tried to protest

"We need you now more than ever, Michi." Audrey tenderly smiled at the Japanese girl as well. "Ligaya and I believe in you and the strength you have within. Serafina too looked up to you as well."

The American then took out her amber Soul Gem.

"As a matter of fact, when Serafina and I were planning the _Edificio Gumamela_ raid, we came up with a contingency plan of sorts – a last resort." Audrey raised her gem up for Michi to see. "If worse came to worst, Ligaya and I would bind our gems to yours to give us an edge in battle. She believed that with you leading us, anything could be possible."

"Bind your gems to mine…?" Michi didn't know what to think of it. "Did you know about this too, Ligaya?"

"Yeah." Ligaya nodded, "I'm fine with it. The three of us are friends, after all – sisters in magic! We will share those times, the good and the bad! We will follow you wherever you choose to go."

"But performing the binding would mean sharing my fate!" Michi argued one last time, turning away from her friends with a sour face. "If you follow me, then our path will certainly lead to death!"

Audrey and Ligaya, however, still smiled.

"Do you really expect us to say ' _no_ ' that much?" Audrey smirked, "We're staying with you no matter what. Serafina would have said the same."

The tearful Michi could not believe her ears. Powerful emotions welled up inside of her, casting away the shadows of the village she had left in flames. Before long, these emotions took hold of her. She turned around with her teary eyes and sprung forward, catching Audrey and Ligaya in a tight embrace. The coldness she had felt from those visions of Hokkaido was replaced with her friends' warmth.

"Thank you." Michi whispered softly, the desperation eroding from her voice. As composed as she tried to sound, Audrey and Ligaya could hear wisps of happiness budding in Michi's words. The Japanese girl then closed her eyes and let the tears she had held back flow freely.

Audrey and Ligaya returned the embrace wholeheartedly, patting the sobbing Michi's back to comfort her. Despite her tears, Michi smiled, listening as Audrey and Ligaya tenderly reassured her. Once she had gotten a hold of herself, Michi let go of the two and wiped her tears.

Her two friends then extended their hands out to Michi and held onto them tightly. Together, the three of them walked out to the windows from where the world of black and white branched out. Hand in hand, they stepped out of the _Edificio Gumamela_ and onto this strange world.

* * *

**Act XLVIII - Verum Amici**

The three of them looked out to this strange, vast world of monochrome that lay before them. From where they stood, it looked like a grand chessboard sprawling out over the skies. Thirty or so Witches in the form of chess officers and pawns took their place in defensive arrays scattered all over the board, having clawed out of and descended from the tapestry discs from which they were borne. Then, at the far end of this world was that specter of Lorelei Sankt, miasma forming all around her.

She was waiting for the three of them to make their move. Michi looked right back at Lorelei Sankt with sharp eyes. The turquoise blue Soul Gem sat in the Japanese girl's hands, more than half of its light consumed in darkness. In that moment, though, the gem seemed bright, emanating a strange sheen that flowed from within.

"Shall we do it, then?" Michi turned to Audrey and Ligaya who stood at her sides. "There's no turning back now."

The Americana and Filipina nodded, drawing out their own Soul Gems as well. The amber and olive green gems also seemed to glow in the midst of Michi's turquoise blue, responding to her energy.

"We're ready." Audrey and Ligaya said together.

They then held their gems out forward towards Michi's. Close together, the three gems resonated with each other. A strong wind then blew by them, combing their hair and making their clothes flutter. Still, the three girls stood strong.

"Ligaya." Audrey then said firmly, "Repeat after me."

The two of them faced Michi with determined hearts.

…

_At the banks of the River Somme, Elise de Lamarliere knelt before Lorelei Sankt._

_The German girl's bright white gem lay there, consumed in that eerie checkerboard pattern._

_Elise, however, kept calm and raised her new lilac Soul Gem up to Lorelei's._

_Her lips were trembling, but her heart was resolute._

_With that, she opened her mouth and spoke._

" _Ducere me in bellum, o fortes anima."_

…

"Lead me into battle, o valiant soul."

…

" _Salva me ex desperatione uget nos._ "

…

"Save me from the despair that assails us."

…

" _Tibi commendo spiritum meum._ "

…

"To thee, I commend my spirit."

…

" _Voveo defenderet simper protegere, Lorelei Sankt._ "

…

"Defend me always as I vow to protect you, Michi Hideyoshi."

As Audrey and Ligaya spoke these words, the gems they held suddenly started to glow brighter. The tendrils of darkness that had taken root within them faded away from the sheer strength of the light that now flowed from the gems.

…

_A bitter smile grew on Elise's face as she watched this darkness disappear._

_Lorelei Sankt stopped thrashing around as the bright white Soul Gem stabilized._

_Elise gently stroked the tears away from Lorelei's eyes and whispered._

" _It's okay now, Lorelei. Everything will be alright_."

…

The wind finally calmed down and the three girls looked at their gems. Audrey's amber gem shone many times brighter, almost as if her very soul was brimming with strength. Ligaya's olive green gem pulsated with energy, emanating an air of earnest resolve. Then, Michi's gem of turquoise blue was the most brilliant of the three, calm as it cast out its bright splendor.

"Okay then." Michi turned to her two friends, "Let's not keep Lorelei Sankt waiting."

Side by side, the three girls marched forward through the chessboard plane. Behind them, the beams and pillars of the _Edificio Gumamela_ finally gave way and crumbled. The bodies of Serafina Larivenko and Elise de Lamarliere, along with those who had been their allies and foes alike were buried in that mass of debris. The only path left for them was forward – this was their only chance.

* * *

**First Interlude**

At the outskirts of the city of Manila, units of the Sixth United States Army consolidated their lines. Here they were again, many of them thought – the city they had given up to the Japanese only a few short years ago. That city that had been the pride of the United States in the South Pacific was also a symbol of the great nation's shame. No one knew this more clearly than General Douglas MacArthur himself.

The general looked out to the city with a pipe in his mouth. As he gazed upon this city of pride and shame, MacArthur smoked a wad of Mariveles tobacco. He took a savory puff then exhaled, letting the smoke rise to the skies. Mariveles tobacco had been his favorite, as well as the late Philippine President's – Manuel Luis Quezon.

Indeed, Manuel Quezon, a man of bravado and class that MacArthur got along with, was not the one standing there with him to see the Liberation of Manila. Instead, beside him was the kindlier yet more timid President Sergio Osmeña. The new Philippine President looked a little worried as he watched his occupied capital.

"The Japanese are really bunkering down in Manila." Osmeña voiced out his concerns to the General. "We left Manila an Open City back in 1942 to reduce collateral damages. I thought they were going to do the same."

All of the sudden, the sound of a powerful explosion reached their ears, followed by many more rocking blasts. They all came from Manila. MacArthur and Osmeña turned to the source of the sound to see the tallest buildings of Manila crumble into clouds of smoke and debris.

"T-the Finance building! They blew up the Finance building!" Osmeña gasped as he watched the buildings fall from where he stood, "And the Agriculture building!"

The new President couldn't believe his eyes as more and more buildings toppled to the earth. "And... the _Edificio Gumamela_."

Douglas MacArthur seemed unfazed as he puffed his pipe. He just slapped a fly that had landed on the back of his neck.

"Bah, they're going Scorched Earth, huh?"

The general then grinned. He turned around to one of his trusted officers then barked out his orders.

"Authorize the usage of heavy artillery. We need to take Manila as quickly and as easily as possible! Burn those Japs where they stand! We have to take Manila and Corregidor Island as quickly as possible!"

Osmeña's eyes widened in shock. He did not expect an order like this. His American counterpart, President Roosevelt, had already warned MacArthur not to give rash orders.

"Hey!" The President protested, "If you do that, then Manila will..."

The general, looking forward to his inevitable victory, wouldn't listen to Osmeña at all. MacArthur's orders were transmitted by radio to the men of the Sixth United States Army and Osmeña could only watch. The matter was out of the Philippine President's hands now. This was MacArthur's operation after all, not his.

At the back of MacArthur's neck, a strange, intricate symbol was imprinted. Osmeña could not see it, but that symbol looked vaguely like a queen's crown – a Witch's kiss.

Thus, the ' _liberation'_ of Manila began.

* * *

**Act XLIX – Liberior Corda, Libera Animas**

The chessboard floor trembled as the army of Witches fell from the tapestry discs in the skies. Their bodies were made of white marble, shimmering elegantly as if stars were adorned on the stone. Twenty-seven Witches in the shape of pawns stood together at the vanguard, growling and roaring as they thirsted for battle. Behind them were the three Grand Witches in the shape of officers, a knight, rook and bishop, who drummed up their pawns' vigor with frightening and shrill screams that pierced the skies.

Those fearsome cries competed with the sound of the collapsing _Edificio Gumamela_ , challenging the three Puella Magi to come out and face them. A cloud of grey dust and debris rose up from the crumbling building and blocked the Witches' view for a moment. The setback irritated them, especially the Bishop.

Beneath the fur headdress that adorned her head, the Bishop Witch's brow crumbled. Her sharp eyes were unable to see through the cloud of dust. Half a dozen hand grenades appeared at her sides. She caught them all and started to juggle them, unpinning each and every one of them as they reached her dexterous hands. Once unpinned, she threw the grenades into the heart of the cloud with immense force. The grenades sailed through the sky at incredible speed and whistled as they flew.

Just before they could reach the clouds, though, six loud shots rang out. Six 57mm anti-tank shells came zooming from the clouds, striking the grenades mid-air and detonating them. They had been shot out of the air. Then, all of the sudden, mortar shells zipped upwards from the clouds and over the mass of Witches. The 'toffee apple' mortar shells cast many small shadows over the Witches – there were about a hundred and twenty shells. All of the Witches hastily broke their formation and ducked for cover.

Blasts rocked the floor, filling the Bishop Witch's ears with the sound of whistling, explosions and cracking marble. The Bishop Witch picked herself up from the floor and raised her head, urging her allies to rise with a shrill, rousing cry. The noise of the blasts soon subsided, but only to be replaced with the roar of B-17G Flying Fortresses. An entire squadron of twenty-four heavy bombers appeared flying on the deck at just over three-thousand feet, parting the clouds of dust and smoke with their powerful engines. Aboard the bomber at the center of the formation were the three Puella Magi they had hoped to fight. They were going to be flown over.

Audrey, Michi and Ligaya watched the Witches down below them from the wide-windowed cockpit. They could see the Witches looking skywards, taken aback by the low-flying planes. It was an attack run.

At the Filipina's command, the bristling batteries of forward-mounted M2 Browning machineguns of the B-17G squadron fired. They fired an overwhelming hail of bullets that tore into the unprepared ranks of the Witches on their approach, pinning a handful of the pawns to the chessboard floor.

As those pawns struggled to rise back up to their feet again, those twenty-four B-17G bombers finally flew overhead with their bomb hatches opened. The downed pawns looked up to see thousand-pound bombs falling from the hatches and into their battered ranks. A sea of fire promptly consumed those pawns and incinerated them where they lay.

"We're making good progress!" An encouraged Audrey cheered, looking back to the formation of chess pieces that lay in waste behind them. "We just need to get to those staircases over there and…"

All of the sudden of long jagged lines of bullets whizzed by past their plane and barely missed the tip of their left wing. Instead, one of the lines ripped through the hull of the B-17G flying in front of them and cut the rear from the rest of the plane. The front end of the plane dove broken in a long arc down to the masses of Witches below while the tail spun sharply out of control.

Those lines of rapid gunfire came from the Rook Witch who carried four Gatling Guns. Two guns were cradled in her arms and two sat resting on her shoulders, all of them firing simultaneously as the hand-cranks turned on their own. Anger painted the Rook Witch's face as she sought to return Ligaya's surprise twofold.

Her heavy machinegun fire was inaccurate but caught the bomber planes with her sheer volume of shots. The Bishop Witch too did her fair share of damage as she joined the Rook Witch in her assault. She tossed her grenades at the squadron of planes with that same amazing velocity. Her grenades exploded into clouds of shrapnel and flame that rivaled heavy flak guns. Together, the two Grand Witches cut Ligaya's squadron down to ten planes in less than a minute. All the while, the rest of the Witches were dashing forward too at incredible speed, growing faster and faster with every step they took.

"This isn't good!" Ligaya gasped, seeing the Witches they had just attacked start to catch up to them. "The Fortress' rear batteries won't do us much good here!"

Indeed, the rear-mounted machine guns of the Flying Fortresses fired at the advancing Witches but could do little more than pester them. The Witches had quickly learned and were handily avoiding the thinner, more cumbersome machinegun fire.

"Take us higher, then!" Audrey said, unsettled by the sight as well. "We have to shake them off!"

"I-I'll try!" Ligaya said, closing her eyes as she focused on her planes, "Hold on!"

Gesturing her planes upwards, the remnants of the squadron adjusted their elevators and flaps at once and quickly picked up their altitude. Slowly but surely, they came out of range of the wrath of the Bishop and Rook Witches.

As the squadron climbed up to seven-thousand feet, Ligaya caught sight of masses of warplanes flying overhead. Stamped on their frames was a familiar symbol that Ligaya easily recognized.

"It's the USAF!" A smile grew on Ligaya's face.

There were a handful of P-51 Mustangs of the United States Air Force flying by, performing an aerial sweep to fend off the Imperial Japanese Air Force. This sight quickly reminded the Ligaya and company that this world of black and white was not like the barriers they have fought in before. They were fighting over the city of Manila and its airspace. Thousands of feet below them, the battle for the occupied capital was raging on.

"Those planes can't see us." Michi then said, watching those planes pass them by at dangerous angles, "We ought to steer clear of them."

"Roger that." Ligaya said, adjusting their flight path a little bit to avoid the fighter squadron.

This strange interference of the US Air Force, though, did not change the Witches' plans in the slightest. With their eyes trained on Ligaya's planes and the US Mustangs alike, the Witches gave chase.

Led by the Knight Witch who rode a mighty horse, the Pawn Witches launched themselves skywards with mighty bounds. With their arms raised, the pawns caught and held onto both the bomber planes and hopped onto the US interceptors as they tried to catch a ride on them. The high-jumping pawns smashed onto the Mustangs, damaging them and throwing them wildly off course. Desperately, the fighter pilots tried to regain control of their aircraft, but ethereal weights seemed to push down on their planes mercilessly, threatening to split them in half. None of the US Pilots knew what had hit them, but those weights suddenly lifted as the Pawn Witches leapt off the interceptors and clung onto the bombers.

Thus, the first batch of pawns had mounted the rear-most B-17G and growled ferociously. They angrily tore the machinegun barrels off their mantles with their powerful marble hands and smashed the bomber's engines to force the plane to descend. Done with one plane, the pawns prepared themselves to hop onto the next one they could catch.

Many more of the planes were mounted by the pawns in quick succession, crushing down Ligaya's squadron in a heartbeat. The Filipina was displeased.

"Show some respect!" Ligaya cried. With a wave of her hand, the B-17G's that the pawns had held onto disappeared in a flash of green light, sending the pawns tumbling to the ground. The Witches fell to the chessboard floor with loud, dull thuds as marble smashed against marble. Once Ligaya had shaken off the pawns, there were only three bombers left in her formation.

"They're persistent." Michi noted, seeing the fallen pawns rise up again to repeat their assault as if nothing had happened. Even as the planes climbed further and further upwards, the pawns would only double their efforts and jump harder.

"We need just a little more time." Audrey said, eyeing the staircases over the horizon. However, something about them seemed off. "… what the?"

What had seemed like a straight staircase before was twisting itself into a winding spiral, with curves too narrow and jagged for a Flying Fortress to land on. Small, flat, marble platforms also started to appear, swirling around that spiral staircase, blockading Ligaya's flight path with a complex, moving mass of obstacles.

"This place is reacting to our progress!" Ligaya cried, watching in shock as the platforms seemed to multiply. "We can't fly though here in heavy bombers – even the Mustangs would have trouble getting through this!"

"We ought to change our plans, then." Michi said firmly. "We'll cross those platforms to the staircase and proceed on foot."

"On foot?" Audrey gasped, "Those damned Witches are gonna catch up to us and…!"

Before Audrey could finish, a platform slammed into the tail of the B-17G they rode, causing the plane to shake violently.

"T-the controls aren't responding!" Ligaya panicked as she watched her altitude meter start to drop. "Our rudder and elevator are gone! We're going to crash!"

"Get us out of here!" Michi grabbed Ligaya's shoulder, urging her to act.

"Hang on!" Ligaya then warned.

The Filipina waved her hand and the three B-17G's started to disappear in a bright flash of olive green light. In an instant, the girls felt their bodies go light and numb. Headwind that they had been flying against quickly battered them, pushing them backwards forcefully as gravity slowly pulled them back to the earth.

Michi easily balanced herself and landed gracefully atop one of the flat platforms. Audrey and Ligaya, however, fared much, much worse. Unlike Michi, neither of the two had practiced dropping off from a bomber plane before, or dropping down from high altitudes for that matter. They helplessly plummeted down, headed for a twenty-thousand foot drop to the marble floor without the least bit of control.

"Audrey! Ligaya!" Michi cried out. She shook her head to push away her second thoughts and jumped off the platform after the two of them.

The Japanese girl straightened her body with practiced calm as she fell, speeding up her fall to catch up to her friends. She caught them in her arms one by one then skillfully landed on another one of the platforms. The landing was so smooth and precise that it was almost as if she had simply floated down to the platform.

Absolutely dazed, Audrey and Ligaya groaned as their senses returned to them. The last few seconds had been nothing more than a wild blur to them. Neither of them could believe they were still alive and how Michi was able to save them. They wanted to ask Michi how she did it, but there were more pressing matters at hand.

"How far did we fall?" Audrey asked as her numbed feet returned to life.

"I can't tell for sure." Michi said, looking up to the platform that she had jumped off. "But the staircase isn't far off from here. We can still make it."

"We have to hurry too." Ligaya added, turning back to see the mass of Witches scrambling to the staircase as well.

Audrey and Michi nodded and the three of them started to climb that blockade of platforms, jumping from one platform to another. Though the platforms were relatively far from each other, the trio ran at full stride and they inched closer and closer to the spiral staircases. Robbed of their wings, though, the girls moved much slower than before and the Witches started to catch up.

The Knight Witch along with the pawns clambered onto the low-lying platforms and started to chase after the three girls, rattling and displacing platforms as they slammed into them. Their powerful leaps and bounds easily launched them to the higher platforms. All the while, the Bishop and Rook Witches caught up as well and prepared to barrage Michi and company once more.

Grenades that flew at high velocity and devastating hails of Gatling gunfire ripped through the blockade of platforms, heading straight towards the three running Puella Magi. Audrey, Ligaya and Michi quickly dove for cover, sliding through the platforms as the shots and bombs whizzed by so dangerously close to them. They then quickly sprung back up to their feet and continued their desperate run.

"Just a little more!" Michi said, seeing the railings of the staircase about a dozen platforms away.

Their path, jagged and treacherous as it may have been, was clear. The platforms that lay before them would definitely lead them to that staircase where they would once again be on the safety of solid ground. Urged onwards by that thought, the girls leapt forward with all their might. Just as they were about to land on the next platform, though, the grenades of the Bishop Witch struck the platform and shattered it with a series of crisp blasts. The girls soon found themselves without a platform to land on and the path they saw quickly disappeared from their sights.

Cruel gravity took hold of the girls ever so slowly as the girls started to descend. The bullets of the Gatling Guns of the Rook Witch flew around them in all directions, threatening to pierce them in that defenseless position. Also, the pawns finally reached the girls, their marble hands twitching with excitement as they itched to rip the girls apart.

Time seemed to slow for Audrey as she tried to fathom everything that was going around her. Neither Michi nor Ligaya were prepared to defend themselves as the pawns all flew towards them in a marble swarm. The Filipina had no weapons to defend herself in such close encounters while the Japanese girl had no time to prepare herself and her naginata.

Falling upside down like that, the pendant that bore Audrey's bright amber gem flew up to the level of the American's eyes. She stared at it for a split second and her life seemed to flash before her eyes. Was this the end?

"No. Not yet…" Audrey thought as her hand tugged her neckerchief off her shoulders. She then whipped it around her and cried, "You're going to have to do better than that!"

Two dozen 105mm howitzers appeared with a flash of amber light, forming a circle around her and her allies. These guns that Audrey summoned had no platforms to deploy on and would have tumbled pathetically to the ground. However, the American was able to hold those guns midair at will, trained at the pawns that were closing in to pounce on them. Michi and Ligaya saw what Audrey had done and were amazed.

"Take this!" Audrey growled

The first dozen guns fired their volley and the 105mm shells slammed into the Pawn Witches midflight, stopping them in their tracks. The second dozen then fired as well, sending the Pawn Witches flying away. The sight returned the American's confidence tenfold, allowing her to finally balance herself.

"Michi!" Audrey then called as she caught Ligaya in her arms. "Get cracking!"

Following what she recalled from the Japanese girl's smooth landing a minute ago, Audrey gained control of her fall somewhat and carried Ligaya down to a platform safely with her. It was much less graceful than Michi's landing, but it was close enough for her.

A smirk formed on Michi's face as she saw this and she too found her bearings, preparing herself to strike. She adjusted herself to glide towards the stunned pawns then summoned her naginata with a flash of turquoise blue light. Michi then whirled her naginata in a grand motion and cleaved three of the pawns in half. A mild scent hung in the air as a line of blue energy traced Michi's killing swipe – the scent of cherry blossoms.

The Japanese girl then floated down onto a platform gracefully, holding her naginata behind her back. She then turned around and climbed up the platforms again to regroup with her friends. Seeing all three of their prey escape their ambush unscathed infuriated the Witches, especially the Knight Witch.

The Knight Witch's horse gave a ferocious whinny as its master cracked its reins. At that command, the horse galloped up the platforms then leapt in one incredible bound. The Knight Witch and her horse shot up skyward. She twirled the marbled Aztec spear in her hand with maddened delight as she closed in on the isolated Michi.

The Japanese girl stood at the edge of a platform and watched the horse and its rider ascend at breakneck speed. Michi, however, was not threatened in the slightest. She just raised her naginata up with composed strength and held onto it like a javelin. With a small grunt, Michi hurled her naginata downwards to meet the Witch.

A long clean line of blue energy was drawn as the naginata's curved blade pierced through the Knight Witch in the chest, throwing her off her horse. As its master wailed in pain, the horse lost its momentum and panicked. Both horse and rider then plummeted down until they were out of sight.

Michi summoned a new naginata then continued her upward climb to where her friends waited for her. Together, the three of them dashed forward and made it to the curved staircases. Back on solid ground, the girls finally took a breath of relief. This relief would be short-lived, though, as the rumbling sound of heavy footsteps en masse rumbled like thunder from down below. The Witches were hot on their trail yet again.

"It's not much further now." Michi pointed up to a doorway at the top of the spiral staircase, "Let's go!"

With every ounce of strength they had, the girls ran up that spiral staircase. Every step they took brought them closer and closer to that doorway, but each step grew more and more difficult to make. Once again, the staircase started to shift. The steps became frighteningly steep and uneven, doing its best to prevent the Puella Magi from advancing. The rumbling footsteps from below grew loud as well.

About fifteen Witches were coming to fight the girls in that cramped space, so the girls had no time to rest. Just one storey away from the doorway, the girls were panting heavily, struggling to catch their breaths. The increasingly jagged steps of the staircase and the thinness of the air at that altitude didn't help either. Audrey, Michi and Ligaya, though, never gave up – not even for a moment. Against the tremendous odds stacked against them, they finally reached the doorway – a wooden double door that strangely resembled the entryway of the _Edificio Gumamela_.

The girls reached for the handles and pulled open the door with forceful tugs. Once it was slightly opened, the three of them scrambled into the threshold and closed the doors behind them. As they were closing the doors, the Witches made it to the doorway as well.

"Come on!" Audrey cried, pulling on the doors as hard as she could. She and her friends felt as if their arms were going to break off from the sheer weight of the doors.

The doors finally shut in the nick of time, blocking the Witches' path. They clawed on the door and tackled it, trying their best to force the door open, but the door would no longer budge. The complex locking mechanism that had reinforced the actual entryway of the _Edificio Gumamela_ made sure of it. The sturdy series of metal screens, bars and locks supported the door and finally shut the Witches out. Thus, Audrey, Ligaya and Michi found themselves alone.

"W-we made it…" Ligaya said as she heaved a sigh of relief, "We made it…"

The Filipina leaned against the frames of the locked door as she fought to catch her breath. Audrey panted heavily as well, wiping the beads of sweat that peppered her face.

"Having any second thoughts, Ligaya?" the panting Audrey asked the Filipina, "That was hell of a lot rougher than USAFFE basic training, for damn sure."

Ligaya chuckled but shook her head, albeit weakly. "I… have no regrets."

"That's good." Audrey took a deep breath, "Neither do I."

The two of them looked like they were about to die from fatigue, but they both wore satisfied smiles on their lips. Michi found it to be a heartening sight.

"Let's cleanse our gems and rest a while." Michi then suggested, pulling out the hairpin encrusted with her Paulownia-shaped gem that adorned her hair. "This may be the last bit of peace we will ever have."

* * *

**Act L – Viam Lucis et Tenebris**

Solemn silence filled the topmost chessboard plane. Audrey, Ligaya and Michi sat together on that chessboard floor as they rested their tired, tired feet. From where they sat, they could see grand pillars reaching up to space lined up to form a sort of corridor. A grey carpet was spread out through this corridor while grand chandeliers hung from the stars, giving off an air of stellar majesty. Those chandeliers were lit by bright white lights, their splendor reminiscent of the brightness Lorelei Sankt's gem once beheld.

"This place feels like the _Edificio Gumamela,_ doesn't it?" Ligaya said looking down that corridor, "Lorelei Sankt must have really loved that building."

Audrey nodded in agreement, remembering the first time Serafina had shown her and Ligaya around in the _Edificio Gumamela_. This second chessboard plane had that same aura of hominess and grandeur of that place she and Ligaya once called home. The Americana and Filipina quickly felt a tinge of nostalgia tugging at their hearts. Michi, however, did not share this nostalgia. This entire plane was foreign to her, its hominess and grandeur wholly unfamiliar.

Instead, Michi's attention was focused on the Soul Gem she cradled in her hands and the Grief Seeds she and her friends had spent. Almost a dozen spent Grief Seeds were littered around them, filled to the brim with the darkness they had purged from their powerful gems. The satchel of Grief Seeds that Ligaya had passed around felt dishearteningly light once they were done. They did not have a lot of Grief Seeds left.

"The final battle lies ahead." Michi then said, calling Audrey and Ligaya's attention. She then stood up and turned to the vast, dark storm cloud that spread out at the end of the welcoming hallways that Audrey and Ligaya admired. "Lorelei Sankt awaits behind that darkness – are the two of you prepared?"

"Yeah." Audrey said, picking herself up from the floor then helping Ligaya up to her feet. "Lead the way."

Ligaya nodded as well. "Let's bring an end to this fighting."

Michi gave them an appreciative smile and gestured them to her side. The three of them then walked through that corridor together. Their footsteps resounded in the hall, muffled as they bounced off the columns or disappeared into the vast expanse of nothingness beyond them. Further down the open corridor, they started to see statues of girls standing tall and proud amongst the columns. All of them held onto what appeared to be Soul Gems, sitting in their open hands as if they were offering it up. The gems they held onto, though, all shared a similar color – bright, pearl white.

These were the statues of the Carissimas of Salvae, Terrae Magicae who have served Lorelei Sankt and fought for her. These were the girls who Lorelei Sankt cherished as her own family. Amongst this pantheon of lost souls were the three Carissimas of North America, valiant figures who looked ready for battle even in their lifeless state.

Then, at the furthest end of the corridor stood the statues of two familiar figures – Serafina Larivenko and Elise de Lamarliere. Unlike the rest of the girls in the pantheon, though, the nearly uniform zealousness was absent from their faces. The two of them held their Soul Gems with lowered arms and looked down to their gems with somber gazes. Michi watched them with sympathy. Somehow, the Japanese girl could tell what those two girls must have thought. They wanted to win a battle, but they did not know how.

Michi shook her head and turned her eyes to the cloud of darkness she and her friends approached. The sound of a haunting, howling wind then reached the girl's ears along with the frightening rumble of thunder, growing louder with every step they took. This storm cloud before them then seemed to grow thicker and darker by the second, looming over the girls with pure, unbridled darkness. This miasma that separated them from Lorelei Sankt seemed to have a life of its own.

"Stay close!" Michi then warned as the howling grew shrill, "Don't stray from the path!"

As Michi shouted this, the darkness suddenly wedged in between the three girls and separated them.

"Audrey! Michi!" Ligaya cried out to her friends as she felt herself losing track of them, "Where did you go?"

"I'm right here, Ligaya!" Michi's voice was muffled by the howling wind, "Just keep moving forward!"

Audrey and Ligaya called back to the Japanese girl and tried their best to follow Michi's voice. However, the thunder and wind overpowered their voices. The darkness of the cloud quickly surrounded them and even their telepathy couldn't cut through the miasma. None of the girls could tell one direction from another in that darkness, leading them further and further away from each other.

"Ligaya! Michi!" Audrey called out at the top of her lungs as she was wrapped in that suffocating darkness. "Where are you guys?"

The American's heart beat nervously as the darkness swirled around her. She had lost sight of her friends and lost track of their voices. In that darkness, she was all alone. Then, lightning flashed before Audrey's eyes, nearly blinding the American girl. As Audrey winced from the bright light, visions started to flood Audrey's mind – visions of the times she had spent with Lorelei Sankt.

"… what the?"

They were happy visions, images of the carefree Magni Domina who wore a smile as bright as day. Both Audrey and Ligaya saw that smile that Lorelei wore as they tried to navigate through the darkness. They remembered the Magni Domina's request to join them in their Witch hunt during their early days in the _Edificio Gumamela._ They then recalled the Magni Domina calling them _'Discipulas_ ' before inviting them to become honorary Carissimas of Salvae. The Lorelei they recalled was a happy girl who was brimming with life.

Michi, however, saw an entirely different vision of Lorelei. She saw a Magni Domina who wept bitterly, her somber face and regretful heart darker than night. Wrapped tightly in this darkness, Michi crept forward, letting this darkness guide her feet. Michi recalled seeing the Magni Domina's pale face as she recounted her battle at the River Somme, overwhelmed by her fear. In that moment, Lorelei earnestly believed she was better off dead. She was wondering why she was even alive.

Hounded by these differing thoughts, the girls trod on, hoping to see the light at the end of this darkness. At this moment, though, their gems wore an odd sheen. Even though the miasma broke off their telepathy, Audrey, Michi and Ligaya could suddenly feel each others' presence again. They even started hearing each other's voices through the howls of the darkness. Rather than from their minds, though, those voices resonated from their gems. Michi could hear her friends calling out to her – was this due to the binding was well?

Michi focused her thoughts into her gem and called out to her two friends.

"Michi!" The both of them responded. Neither of them knew where they stood or where they were headed in this black abyss, but they were happy to hear Michi's voice.

"I'm not sure how long this link will last." Michi then said, hearing distortion growing even in this channel, "But no matter what happens, please keep going forward! Never give up the fight!"

"The same goes for you, Michi!" Ligaya spoke to the gem that encrusted her bracelet "Even if we get separated now, we know what has to be done!"

"She's right." Audrey agreed, holding onto her pendant dearly. "So promise us we'll see each other again when all of this is through! Got it?"

"It's a promise." Michi then said, happiness and sadness twisting together in her heart, "We have to watch the sunrise at the river together again!"

Audrey and Ligaya agreed, just before that final channel between them was severed. Prodded by that thought, the girls were heartened and pushed back against the darkness with all their might.

Audrey gritted her teeth as she forced her feet forward. She closed her eyes and covered her face, shielding her mind from those blinding visions that filled her mind, and pressed on. Then, she found light.

Encouraged, Audrey hastened her steps and reached that light. She felt the hold of the darkness around her weaken as she ran and the visions faded into nothingness. She reached that light and was absorbed into it. Her feet once again touched solid ground, and Audrey opened her eyes.

She found herself on a chessboard floor, littered with shattered marble. The scene was frighteningly familiar.

Terrified, Audrey turned around and saw the spiral staircase she and her friends had risked their lives to climb standing there before her. A long, wide crack ran through the core of the staircase as the entire towering structure crumbled, severing the first chessboard plane from the second one up above. Waiting there for her on that plane were the fifteen Witches they had only narrowly escaped from. On top of that, hundreds if not thousands of tapestry discs loomed over the horizon, each one housing a Witch that was clawing its way out to the chessboard plane.

"No way…" the American's heart sank as reality settled in.

She was right back where they started.

"Audrey!" a voice suddenly called out to her

"Ligaya!" cried Audrey, turning to see Ligaya running towards her. The American caught Ligaya in a tight embrace, glad to see her alive and well. "You're here too?"

"Yeah…" Audrey said somewhat relieved. However, another matter quickly rose to her mind. "Have you seen Michi?"

"Not since we entered the cloud, no." Ligaya shook her head woefully. The Japanese girl was nowhere to be found. "Where do you think she is?"

Ligaya's worried question then struck a chord in Audrey's heart.

"She must have made it through." Audrey then said, her confidence slowly coming back to her voice. "I'd bet my bottom dollar that she made it through."

"I hope she did." Ligaya said weakly at first, watching the Witches and their reinforcements surround them in the distance. The Filipina then clenched her fist and mustered up a more resolute voice. "I know she did!"

The Witches and the Grand Witches that led them then roared at the two Puella Magi stranded there on the chessboard plane, trying to frighten them into submission. Neither Audrey nor Ligaya, though, were shaken by their roars.

"We just have to believe in her, huh?" Audrey said, digging her hand into her pocket. She pulled out her tin of cigars and opened it. There was only one cigar left sitting inside. With a bitter smile, Audrey took the cigar and bit it.

"Yeah." Ligaya agreed, cheerfulness budding once again in her heart. "Everything is in Michi's hands now – it's all up to her."

Audrey then nodded as she lit her last cigar with a match. After a short but savory puff, the American spoke in a fond tone.

"We still have a sunrise to watch, after all."

The overwhelming mass of Witches that surrounded them started to rush forward to pounce on them. Audrey whipped out her golden neckerchief while Ligaya laid a hand on her metal bracelet. The American then grinned.

"But don't you Witches think we're going to go easy on you lot!"

The entire space around Audrey and Ligaya was suddenly filled in amber and olive green light. High-caliber guns, tanks and airplanes appeared en masse around the two Puella Magi as they prepared to make their stand.

**To Be Continued**

* * *

**Episode 17 Preview**

The darkness that surrounded Michi in the miasma was thick and swarmed over the lone Japanese girl relentlessly. Every step she took drained her of her strength, but Michi carried on through sheer force of will. Audrey and Ligaya were counting on her, after all. She could not afford to be weak. She could not afford to stop. Michi did not want to let her friends down.

Michi's feet moved forward to the rhythm of her racing heart. Soon enough, the miasma around her loosened and its resistance waned. As Michi pressed on forward, she heard a gentle voice calling out to her from beyond the darkness.

"Kommst du zu mir, hast du Angst nicht!"

The Japanese girl turned to the direction of the voice and saw a green-lighted sign, its light piercing through the darkness. The sign hung over a metallic screen door – the final threshold. Michi gritted her teeth and poured more strength into her legs, propelling herself forward with every ounce of strength she had. Then, she emerged from the darkness and reached the door.

"Du bist angekommen! Kommst du und verbindest du mich hier."

As the voice spoke with happy excitement, the darkness and the miasma behind Michi disappeared. The Japanese girl took a moment to catch her breath, but quickly faced the door with a straight, prepared stance. She reached for the screen door and opened it, pulling the screen door aside with both hands. Then, an ethereal force took hold of her and pulled her into the threshold. The sweet voice then started to count in delight.

" _F_ _ü_ _nf… vier… drei…_ "

Michi opened her eyes and found herself floating over a strange cityscape – a breathtaking cityscape. Towering buildings of concrete and glass reached up many stories high to kiss the sky, but even the highest of these towers were below Michi's feet. Wide, green parks dotted the city, boasting spacious promenades, fountains and lights that were as beautiful at night as they were at day. What was this place?

" _Zwei… eins…_ "

Then, Michi's heart skipped a beat. This grand city was built around a familiar river that Michi easily recognized. She had seen this river before, once with her own two eyes and once in a dream – the dream she saw when she became a Puella Magi. The specter of Lorelei Sankt appeared before Michi and flashed her a bright, kind smile.

"Begrüßt du _Mitakihara_ , meinen lieben Freund. Aufenthalt mit mir auf immer."

This was the city of Lorelei Sankt's dreams – the place where no Puella Magi was hungry, homeless or lonely. Over this brilliant city, Michi would fight Lorelei Sankt. Michi told herself this, but persistent doubt crept back from the corners of her heart.

Michi extended her hand and summoned her naginata with a flash of blue light. She held onto the naginata tightly then asked herself,

Will the future be kind?


	17. Will The Future Be Kind?

  **Act LI – Finem Somium**

Bright, blinding lights flowed that night from the cityscape of steel and glass. Cast from the windowed skyscrapers and streetlights, these city lights reflected off the Mitakihara River and sparkled magnificently like the stars. It was almost as if these city lights challenged the heavens for dominance over the night sky.

From the ground, one would have easily mistaken night for day. Michi Hideyoshi, however, floated weightlessly in the midst of the celestial clash. The city lights could not hide the truth from her.

In reality, it was darkness that reigned over this strange plane. The city that stood below Michi and the bright lights it cast to the sky did not exist, nor did the sparkling river that flowed through it. Mitakihara City did not exist.

Only two things existed in this vast expanse, Michi thought. The first was the specter of Lorelei Sankt who floated in the night sky, seated on a throne of soft white clouds. The second was herself, watching this world with guarded eyes. They were the only fragments of truth in this marvelous plane of dreams and only Michi knew.

The specter watched its guest from her throne with kind eyes and a welcoming smile. Not a hint of malice or caution could be seen in that smile. Why did this specter smile at Michi so warmly? The Japanese girl could only wonder.

Lorelei was innocent – as innocent as she had always been. She was yet another innocent victim of the Taint of the Dreadnought – another girl who yielded to this cruel fate. The specter then stood up from her throne and spread her arms out wide, showing Michi the vast town below them with great pride.

" _So, what do you think, my friend?_ "

Michi's eyes sharpened.

" _What do you think of this sanctuary I have built for us and for the girls we have taken under our wing?"_

Lorelei's words unsettled Michi, prodding her to draw her hairpin and let her hair flow down to her shoulders. The paulownia-shaped gem bore an unusual color. Faint wisps of olive green and faint wisps of amber melded together with the turquoise blue of her gem. Together, the colors resembled Lilac – the color of the fleur-de-lis of Elise de Lamarliere.

Michi raised her eyes up from her Soul Gem up to Lorelei then spoke,

"I see no sanctuary here, Lorelei Sankt." Michi looked straight back into Lorelei's eyes, "Open your eyes and awaken – see where it is you really stand."

Silence. The happy glow that had emanated from the specter was replaced with a troubled look. She did not expect that sort of reply.

" _Whatever do you mean? In this grand city, all of us can be happy here_! _'_

Lorelei's cheerfulness then promptly returned to her face, trying to thaw Michi's guardedness with her warm smile.

" _Also, am I not standing here in this city with my dearest friend, Elise?_ "

A disappointed sigh escaped Michi's lips.

"You are mistaken, then." Michi returned her hairpin then summoned her naginata with a flash of turquoise blue light. Seeing this light, the specter gasped in shock. She recognized that pole-arm and the curved blade that crowned it. Michi pointed this blade at the awestruck specter. "Awaken from your delusions, and face the truth!"

" _Y-you aren't Elise… no… who the hell are you?_ "

The specter growled and a host of spotlights from the city fixated on Michi one after the other. The light illuminated Michi's kimono, highlighting its turquoise blue dye and its morning-glory patterned design. Lorelei shook her head in disbelief.

" _My dear interpreter…"_

The bright cityscape below them then started to flicker. A massive blackout swept through the city blocks, shutting off the city lights one block after another. Shades of grey then bled into the dazzling white of Lorelei Sankt, darker shades emerging with every city block that fell dark. Fright soon held the specter captive.

" _T-the… the girl in the blue kimono…_ "

An invisible force soon took hold of Lorelei, forcing her to sit back into her throne. The grey shades found their way to the throne of clouds and lightning started to crackle furiously around her. Lorelei sank into her throne, feeling darkness seep into the depths of her mind. She could not arise from her throne. She could not resist the darkness any longer. The specter reached out to Michi and cried,

" _Get away from here! This is no place for you!"_

Tears then formed in her eyes as she struggled in vain against this invisible force. Her eyes pleaded with Michi, desperately begging her to leave.

" _Get out of here before it's too late!"_

Michi, however, stood her ground and held onto her naginata firmly.

"I am the Puella Magi who will succeed you." Michi faced Lorelei with conviction, "This is a battle I will fight to the bitter end."

The specter then howled madly, thrashing around in its throne till the throne was a cloud of storms. Lorelei's innocent reason was eclipsed by primal fury and crippling fear. Her sky blue eyes grew cloudy and glazed over with rage. Hounded by pain and memories of the truth she thought she had forgotten completely, Lorelei growled and bared her teeth.

" _Then perish! Be gone from my sight!_ "

As the maddened Lorelei spoke these words, the weightlessness that had let Michi float in the sky was dispelled and gravity took hold of Michi once more. The Japanese girl, though, gracefully glided through the air, completely in control of her fall. The specter was not amused.

Violent winds swept through the dark city streets, uprooting trees and plucking lampposts from the earth with overwhelming force. Tree trunks and metal poles shot up like darts to the sky, aimed at the Japanese girl gliding towards the specter. Michi saw this volley of debris headed towards her and skillfully glided away from the bulk of it. No matter how many posts or trees came Michi's way, the Japanese girl managed to find a way around them unscathed. She was determined to close the distance between her and Lorelei Sankt.

" _Leave me be, you spawn of darkness!_ "

Massive tremors then tore through the city, shaking the towers of glass and steel ferociously. The towers swayed back and forth until they snapped and were severed from their foundations. Free of their bonds, the skyscrapers were sent skywards, carried on by the gusts of the ceaseless, howling winds to intercept Michi. The specter seated on the throne then proudly cried,

" _Look upon my works, my dear, and despair!_ "

From the glass frames of the flying towers, the Japanese girl caught the reflection of a most unwelcome sight. The mass of tree trunks and lampposts she had evaded were now falling towards her from the heavens – a hail of wood and steel.

"Hmph…" Michi realized the pincer she had fallen into, "I won't lose to you today!"

The Japanese girl spread out her arms, slowing down her glide to grant her some more control. She found a manageable speed then readied her naginata, eyeing the mass of towers that were heading her way. The first tower approached and Michi gripped her naginata and steeled herself.

Michi slashed at the building, cutting a straight line down through the middle of it. She then returned her arms to her side to pick up speed again and flew through the halved building with practiced ease. The hail of tree trunks and lampposts couldn't follow Michi, striking the frame of the building instead. The sheer strength of the impact decimated the remnants of the tower. To Michi, it looked as if the structure had been ground into dust – or rather, white sand.

Despite this, many more trunks and posts still followed Michi through the skies. The Japanese girl eyed the mass of flying towers ahead of her and planned her route.

"Just a little more…" Michi thought, feeling her heart beat against her chest, "We're almost there."

She then landed on a steel-framed building and hit the ground running. Pushed forward by the momentum of her flight, Michi ran exceptionally fast through the length of the building. Poles and tree trunks smashed into the metal frame around Michi, missing her by mere inches. As the second tower crumbled into white sand as well, Michi had already found her way to a third tower while eyeing the fourth with anticipation.

To Lorelei's horror, the lone Japanese girl drew uncomfortably close. She impatiently raised up a grey scepter and called forth lightning from above. Michi saw the specter's move, but stayed on her course determinedly. Crooked lines of lightning descended from the heavens, snaking down towards the Puella Magi to strike her down. Michi, though, was able to leap forward, away from the lightning bolt with her naginata in hand. As the last tower was struck by lightning and crumbled into that same white sand, Lorelei felt a shiver run up her spine. Michi was within striking distance now.

" _Why do you persist so stubbornly?_ "

The storm clouds that formed Lorelei's throne expanded around her to protect the specter. A wave of light and sound coursed through this storm cloud and shot towards Michi.

"Do you resent the truth this much?" Michi's thoughts were aimed towards the specter behind the dark cloud, "Has the Taint tarnished your dreams with this delusion?"

Michi took a deep breath as she watched the wave of lightning come to crash into her. She exhaled then whirled her naginata around gracefully, the heavy pole-arm flying weightlessly at Michi's will. Lines of blue energy were traced around her and clashed with the sea of sparks from the storm cloud. The rest of the towers and the hail of trunks and pole that had taken to the sky were ground into sand.

From Michi's line of energy, blue light filled the entire plane. The storm cloud and the sea of lightning were cast away by Michi's light and the bright turquoise blue fell upon Mitakihara City. All of the towers that remained on the earth were stripped of their metal and glass frames as the light tore through them. The husks of the buildings looked like hourglasses, shattering in the midst of the blue light and releasing pure white sand. This sand then coalesced in the blue light, turning into the petals of cherry blossoms.

The light faded away and the cherry blossoms swirled around the Japanese girl. Lorelei was awestruck as she watched Michi wielding such immense power that rivaled hers. This girl standing before her had taken the lifeless white sand and turned it into something wonderful. Where does this girl draw such strength and power?

Michi swung her naginata and the cherry blossom petals gracefully traced the path of her blade, weaving a circle of blossoms around her. With a valiant cry, Michi swung her naginata forward and the petals shot out in one magnificent mass – an endless multitude of daggers. These daggers struck Lorelei and knocked her out of her throne.

" _W-what… what is this?_ "

Lorelei's glazed, cloudy eyes grew clear as the cherry blossoms showered her and flew around her. These daggers of petals struck her, but she felt no pain. Instead, she felt incredibly light – as if a weight had been lifted from her very soul. Her blackened dress slowly started to revert back to bright white.

This was Michi's chance.

Under the falling cherry blossoms, Michi dashed towards the seemingly defenseless Lorelei one last time. She charged with her naginata extended forward, its blade trained at the specter's heart. One strike was all she needed to defeat this Dreadnaughthexe – but it would not come to her easily.

One last barrier stood between Michi and Lorelei – an electromagnetic field that cradled the specter. Behind the walls of this electric shield, Lorelei kept Michi and the rest of the world away.

Though the blades of cherry blossoms had been able to pierce through it, Michi's naginata was faced with tremendous resistance. Here was a herald of the truth, thought Lorelei, coming to return her to that cruel, uncaring world. Lorelei did not want to return – she wanted to stay there in that world of her dreams. Sparks flew in all directions as the naginata wedged through the shield, taking the form of an hourglass of shimmering light.

Michi, however, was determined to break this resistance and bring Lorelei back to reality. She would tear down this wall of sparks with her own strength. She would bring Lorelei back to the truth.

Michi gathered every ounce of strength she had and pushed her naginata through the field. With every inch she broke, through, the resistance multiplied and the sparks intensified. Time seemed to slow for Michi and the sparks blocked her sight of the world around her. All she could see was this specter of Lorelei Sankt behind this electric shield. She had to set Lorelei – this captive of cruel fate – free.

As Michi thought of this, her mind was filled with dazzling white. The crackling sparks became mute and the violent gusts of wind pushing Michi back felt like a gentle caress. She felt as if she was suspended there in mid-air, moving ever so slowly forward as her naginata dug through the shield. Then, she saw Lorelei Sankt standing before her there in that vast expanse of white.

"Frau Hideyoshi." Lorelei spoke to Michi, her sky blue eyes fixed upon the Japanese girl, "Are you really sure you want to do this. Once it is done, there is no turning back."

"I know that – but I do intend to succeed you." Michi's thoughts reached Lorelei, ringing through the unearthly silence in that white plane. "I have to do this."I've spent my whole life searching for a way to end the misery of Puella Magi."

A somber pause would pass before Michi could speak again.

"Both Elise de Lamarliere and I sought the same thing – to help them fight and win back the lives that had been stolen from them. Neither of us could prevent the Dreadnaughthexe from manifesting, nor could we break the cyclical war we have been cursed to fight for eternity and the both of us knew."

"And yet you still willingly plunged into darkness to search for an answer." Lorelei couldn't understand. "Are you not afraid?"

"The darkness never scared Elise, for she had a beacon of light guiding her way – a beacon of light she vowed to protect until the very end."

A small smile formed on Michi's lips,

"I too have found my light in the darkness. With them at my side, how can I be afraid?"

"They all really do mean that much to you, huh?" Lorelei's lips too seemed to form a weak smile, "Friends you cherish with all of your heart."

"Yes." Michi's tone was peaceful, "I live for them now, and I will fight for them no matter what."

"I see." Lorelei was satisfied with her reply. She then turned away from Michi, looking out to the vast expanse. A tear ran down Lorelei's cheek. "Elise cared for me that much, huh?"

A sniff echoed through the vast expanse.

"How could I not have seen?"

Lorelei wiped the tears from her face then turned back to Michi.

"I don't know what you plan to do, Frau Hideyoshi, but please find a way to destroy this Taint. Don't let all this sacrifice, yours and ours, go to waste."

The electromagnetic barrier then started to weaken and Michi's naginata drove through deeper and deeper.

"I know." Michi thought, thrusting her naginata one last time, "I will find a way."

Lorelei then smiled at Michi.

"I leave the fate of the world in your hands, Frau Hideyoshi. Everyone is counting on you."

In that bright, bright space, a multitude of specters started to appear one after the other. Every one of them were Puella Magi. The Carissimas of North America appeared along with their wards, smiling warmly at Michi. Serafina Larivenko nodded to both Michi and Lorelei and gave them her confident grin. Then, Elise de Lamarliere faced Michi with a serious look in her eyes.

"Don't you ever falter, Michi Hideyoshi." Elise said sharply, "If you do, I will never forgive you!"

"I won't." Michi reassured, "I definitely won't."

"Then, come." Lorelei said with finality. The specter behind the electric shield then spread its arms out wide, ready to embrace Michi's blade. "Come and accept your destiny! Lead us home!"

Michi's naginata finally broke through the electric shield and pierced Lorelei with a clean strike. The specters that had appeared now started to fade away into oblivion.

Then, everything fell dark.

…

.

…

At the center of the vast white expanse of Homura's room, the time-traveler stood in meditative silence with her bright Soul Gem cradled in her hands. Scattered around the room were formless screens tuned in to the local news channels, broadcasting tomorrow's forecast. None of them knew of the storm of destruction that was coming into town. Homura, though, knew better.

"Run the simulation." Homura whispered, her small voice echoing throughout the room.

At that command, the formless screens froze and started to dissipate while the floor beneath her feet started to shift. The ground blurred for a moment but stabilized before long. Now, the floor projected an aerial map of Mitakihara City – the same map that Mami's Mercator map had generated. Homura stood at the riverbanks, watching over the Mitakihara River. Meanwhile, a large red sphere formed at the other side of the river. Homura took a deep breath and heaved a sigh, staring knives at the red sphere.

"Hideyoshi-san, huh?" thought Homura.

Numerous small markers started to appear on the map, outlining Homura's order of battle with excruciating detail. Her plans were laid out with a surgeon's precision and clockwork timing. Every second counted and every piece of materiel she had gathered would be used. It all seemed so simple, so why did doubt still linger in Homura's heart? As her simulation played out, her mind started to drift away.

"Akemi-san, you have seen what you had asked to be shown to you." Kyuubey's airy voice returned to Homura's memory. "Are you satisfied?"

Hours ago in that very same room, Homura sat face to face with the Incubator. The formless screens that floated around were frozen, fixed on the scene where Michi's naginata pierced Lorelei Sankt's heart. A long moment of silence followed Kyuubey's query as Homura considered her response. Behind her indifferent expression, her mind was swimming. Naturally, the Incubator grew curious.

"Are you still confident that you can defeat Hideyoshi-san?" Kyuubey wagged its tail comfortably, awaiting Homura's reply. "Do you now believe you can change Madoka Kaname's _fate_?"

"What do you mean?" Homura suddenly lashed, taken aback by Kyuubey's last question. The way this creature asked had hidden meaning, masked by its eerie, ever-present smile. Its emphasis on the word 'fate' was especially unsettling. Homura gathered her thoughts then confidently declared. "Of course I can."

"You truly are an enigmatic one, Akemi-san." Kyuubey tilted his head ponderously. "However, I can see through you now. I have finally figured out what you truly are."

The creature then heaved a heavy sigh then spoke.

"You are Akemi-san, the time-traveler."

The air of indifference around Homura was tarnished with the faintest hints of shock. Though her face was calm and collected, her hands clenched into fists - fists that trembled ever so slightly on her lap. Kyuubey knew he had hit the mark.

"You've repeated this one month countless times in multiple worlds, changing the possibilities of the past and looking for the conclusion you wanted. You sought a conclusion wherein you save Madoka Kaname from the fate of Puella Magi – a conclusion where she will not die or become a Witch."

Homura's eyes sharpened with hostility.

"What does it matter to you?" Homura asked. She knew could hide the truth no longer.

"Your existence serves to prove my hypotheses." Kyuubey replied without hesitation, "I now understand why Madoka Kaname wields such immense magical potential! You are the missing piece, Akemi-san!"

The creature's tone grew excited,

"The countless timelines you have created revolved around Madoka Kaname – the benefactor of the wish you made, I assume. With every timeline you made, the grief that Madoka Kaname is destined to carry grew. Her magical potential naturally followed suit, bringing us to where we are today! You may have spared Kaname-san from the cycle of Witches and Puella Magi, but have you not just trapped Kaname-san in a cycle of your own design instead?"

"That's…!" Homura stopped herself from gasping. Kyuubey's smile grew wide.

"Thanks to you, the Soul Gem her contract will produce will be one of the most powerful ones I have ever seen!" Kyuubey was lost in fascination, "… nay! It will surely become the most powerful one!"

"What about Lorelei Sankt?" Homura asked, refusing to believe the Incubator's words, "What about Hideyoshi-san? Are they not powerful too?"

"The two of them are, indeed, powerful." Kyuubey conceded, "Both Lorelei Sankt and Hideyoshi-san wielded powerful magic and would become mighty Dreadnaught Witches. Their strength, though, comes from those around them – those who are _bound_ to them."

"Madoka Kaname is different. This strength within her is all her own – and she has yet to make her wish. With such magical potential, her wish can make even a miracle come true! You, on the other hand, have no such potential, Akemi-san. You stand alone against one who wields the power of many. But with Kaname-san's wish, though, you may just have a chance!"

Homura felt her heart sink, her shivering fists crumpling the cloth of her skirt.

"I cannot allow that." Homura declared, "Definitely, I will not allow that."

"You have been so intent on changing the fate of Madoka Kaname, Akemi-san." Kyuubey challenged knowingly, "How do you get this confidence when you cannot even control your own?"

Homura's mind returned to the present, standing on the Mercator map that outlined her defense. Her heart raced, but she tamed it with a deep breath. She trained her sharp, sharp eyes on the red sphere on the map.

"Surely this time… I'll defeat you."

...

.

…

**-MMLXXXIII-**

Sunlight, thought Michi, as her dulled senses returned to her. The sunlight wrapped her in warmth and the wind caressed her gently, prodding her to ask – where was she? The saltiness of the humid Pacific air was familiar, but she could not figure out exactly where she was.

The air here was clean and birds took to the skies and sang their songs freely. None of the strains or tensions of warfare seemed to exist here. Had Michi wished, she would have stayed for a while to savor this fresh breath of peace that had eluded her for so long. Her curiosity, though, would prevent her from wanting to lie still.

Moved by this thought, Michi tried to stir – to try and explore her surroundings as she had often done in the past. Having traveled to many different places alone in the past, she had taken a liking to wandering around to know the lay of the land. However, she would find out that she could not move.

Strange bonds constricted her and held her down to the earth. No matter what she did, Michi couldn't move even a muscle. Her struggle against these bonds was fruitless and she grew extremely tired and groggy. It was as if she had just awoken from a long, long dream. Just like those absent strains of war, her battle with Lorelei Sankt seemed so far away. Did she not fight her just a few moments ago? Did she not defeat the Dreadnaught Witch?

Her memory betrayed her any semblance of certainty. All she could recall were jumbled fragments she could not put together. Suddenly, a strained, timid voice spoke into Michi's mind – the voice of a child.

" _I-I can't do this anymore…_ "

It was a familiar voice – one she was sure she had heard before. Pain was woven into that small voice, trembling weakly in between bitter sobbing.

"… _chi… …rey… itay. D-don't leave me… alone..."_

Locks of curly black hair flashed in Michi's mind before fading away into obscurity along with the voice that accompanied it. A second voice then came forth. It was a voice more mature than the first but shared its tortured tone.

" _Damn it… not like this…_ "

A ponytail of light brown hair now appeared in Michi's mind, but only for a mere moment.

"… _I… want to go home…_ "

Soon, this voice too disappeared. From where did these voices speaking to her come from? To where did they vanish?

Michi felt terribly thirsty.

"Water..." she tried to say, but her words remained mere thoughts trapped in her mind. She could not speak either.

Then, she heard the sound of a river flowing nearby. She turned to the gentle gushing of water to find the sun sparkling like gems against the river. Beyond the spectacular river, though, a pair of curious eyes looked straight at her. Behind the walls of a hospital at the other riverbank, a young girl looked out to her through the thick windows of her hospital bedroom.

The young girl turned away for a moment to fetch a pair of red, oval-rimmed glasses. She wore them and turned right back to Michi, watching her with a perplexed look.

"Is it dead?" The young girl's thoughts somehow reached Michi. The girl's eyes then turned away with a troubled air about her.

To Michi, this girl seemed lost – not too different from herself. Who was this girl? Why did she look at her with such intent and expectation? What is it that had died? Michi was still alive, wasn't she? She was still alive, but none of this felt right.

A set of footsteps then echoed from nearby, snapping Michi away from her wandering thoughts. A young girl with golden hair walked by, holding onto a yellow soul gem in her hands. She looked like she was searching for something.

"That's strange…" the girl muttered to herself, "The trail just disappeared…"

She then turned to Michi, but didn't notice the Japanese girl there. "Maybe it was just my imagination."

As the girl spoke, bells started to toll in the distance. The golden-haired girl then wore a defeated smile.

"In any case..." the girl transformed her gem into its ring form and sighed, "I guess it's time to go to school."

With that, the girl turned around and went on her way. Michi watch her disappear into the distance.

Suddenly, the tiredness and fatigue caught up with Michi. The light and the warmth that had surrounded her faded away around her. Her mind started to fog up and she felt lightheaded. Just before her senses gave way, though, she felt one last presence nearby.

Not too far away, a girl was running with a piece of toast dangling from her mouth. Just before Michi could see her face, though, her vision blurred.

Who were these girls? Why did they trouble her so?

Then once again, the Japanese girl drifted off into slumber.

…

.

…

At the back seat of her family's car, Madoka Kaname sat in silence – troubled, uneasy silence. She leaned against the car door with her eyes turned to the darkening night sky. The dark clouds were moving unusually fast that evening, heralding inclement weather. As Madoka looked out, a Mitakihara City emergency vehicle drove past on the opposite side of the road, flashing a white light and wailing its sirens.

That's right, Madoka thought. Mitakihara City was being evacuated that night.

She and her family, as the city's weather networks advised, were headed to the city's convention center to stay the night and to wait for the storm to pass. The rest of the civilians of Mitakihara City too were headed to that convention center and the other evacuation sites in the vicinity. Emergency vehicles swept through the city to make sure that everyone followed the mandatory evacuation. Madoka, though, felt as if she knew one person who would disobey the advisory.

"Homura-chan…" Madoka whispered to herself. A small frown formed on her face.

"Madoka?" Her father called out from behind the wheel. He caught a glimpse his daughter's frown off the rear-view mirror. "Is something wrong?"

"… ah." Madoka was slow to react. "Oh, everything's fine, dad."

"Are you sure?" Her mother then asked, turning to her daughter with worried eyes. "You've been acting strange for a while now, Madoka."

"Really." Madoka turned to her parents and reassured them. "Everything's fine."

She then saw her baby brother Tatsuya seated in the car seat, looking at her with worry as well.

"I'm fine." She patted Tatsuya's back gently, "Don't worry about me."

Tatsuya's frown was quickly replaced with a smile while Madoka's father turned his attention back to the road before him. Madoka's mother, however, was still curious.

"You came home late last night, Madoka. Where were you?"

Her mother's words caught her by surprise. Madoka nearly choked as she muttered,

"I-I… just went out for a while."

Her heart skipped a beat as she remembered that odd scene at the Akemi household. She remembered Homura in tears, finally revealing the truth about herself to Madoka. She remembered the scenes of the past timelines play out in the formless screens of Homura's apartment – happy times and sad times. They were scenes meant to be filled with laughter but were overwhelmed with tears. Then, she remembered Homura embrace her tightly and the earnest plea she delivered with her wavering resolve.

" _You were the only one I had left showing me the way!_ "

"I met with a classmate."

" _Please! Let me protect you!_ "

"I'm sorry for worrying you, mom…"

Madoka's mother felt like her daughter wasn't telling her the whole story. Though Madoka acted calm and collected, her mother knew there was a lot on her mind. The mother could only sigh.

Minutes of silence would pass before the car started to slow down, guided by the father's slight tap on the brakes. The car came to a halt as it reached the tail of a long, long queue of vehicles en route to the convention center. Traffic that evening was terribly heavy. Since the evacuation warning came so suddenly, it couldn't be helped.

Madoka grew impatient with the heavy traffic, unable to control her restless hands on her lap. They would be stuck there for fifteen minutes at least. Looking at the sea of car lights stretching down the riverside avenue made the young girl feel impatient. She had to be moving forward, not stuck in the same spot – that's what she thought.

She then remembered that small glimpse of a dream she before leaving the house that evening. It was a memory of Michi Hideyoshi that spilled into her dreams. The Japanese Puella Magi saw the Mitakihara River in that memory, but how? Madoka knew that Michi had been to Yokohama in 1944, but Michi had seen Homura in the hospital and Mami on patrol. Michi even saw Madoka, running late for school.

Madoka reached for a bag that lay at her side and fished out her sketchpad in a curious hurry. She flipped through the pages quickly, stopping at the last pair of colored drawings she had made. In the first page, celestial marble shattered in the skies and a chessboard floor broke to give way to a bright blue sky. Then, on the second page, sand fell into a river of turquoise blue, turning it darker and darker until it was completely blackened – robbed of its color.

The young girl turned to the Mitakihara River again then saw a barren cherry blossom tree waving in the wind – it was dead. She could sense immense sadness coming from that tree, as if a specter of sorrow lingered on in its husk.

"Madoka." Her father then said, seeing her daughter look ponderously out the window, "You seem awfully interested in that tree over there."

"That tree?" Her mother's attention was caught as well, "My, isn't that an old relic. Our grandparents used to tell us crazy stories about that tree."

"Such as?" Madoka immediately asked, her curiosity peaking.

"Hmm…" the mother hummed, trying to sieve through her grandparents' stories for anything tangible, "They told us that a lot of rumors flew around about that tree. It was a controversial tree, that's for sure…"

The two parents then started to share those rumors with Madoka.

Towards the end of 1945, the body of a mysterious girl was brought to Mitakihara, known then as Yokohama, to be buried. Nobody in the town knew who she was or why she was being buried there, save for the fact that her body was brought from the Philippines. General Douglas MacArthur and the rest of the Americans who brought her to the town kept their lips sealed. Thus, the body of the girl kept the town abuzz till the end of the decade.

Why was this girl in the Philippines during the heat of the Second World War?

Some said she was a spy who served with the Japanese Army, found and killed during the Battle of Manila. Others would say she was a snitch who supplied the Americans with Japanese intelligence during the war. Then, there were those who believed she was just a regular girl – a casualty of the fierce hold-out by the desperate Japanese and the assault of the reckless Americans.

People said that the girl was found lying beside two others – a young Filipina and an American girl in her early twenties. All three of them were dead, but wore peaceful expressions. To the Allied commanders, though, it was a revolting sight. Scores of innocent civilians died in the horrible Battle of Manila and the casualties for the Allies and the Japanese were also high. This image of the three girls showed that all too clearly and would have tarnished the Allies' reputation immensely.

Thus, no pictures were taken and the newspapers were heavily censored, masking the shame with the afterglow of victory.

The Philippine President of the time, Sergio Osmeña, adamantly and openly protested the censorship and proposed that the girls be buried in Manila and a memorial be built on the grounds. The girls were found together, so it was only natural to bury them side by side as a symbol of the future friendship of the US, the Philippines and Japan and as a condemnation of war. Two atomic bombs had already fallen and the Japanese had given their humiliating surrender – enough was enough. Just before the President could take his proposal to the newly-formed United Nations, the bodies of the three girls had been taken away – gone without a trace.

Unmarked graves were dug months later where the girls were buried. In the midtown of New York City, the American was laid to rest while the city slept. In the remote town of Taysan, Batangas, the Filipina was buried in the fields. No one ever knew their names and no one would know they were they lay.

Only the body of the Japanese girl came up to prominence in Mitakihara. The cherry blossom tree was planted there in the memory of the girl nobody knew.

Madoka's heart sank as her parents were engrossed in telling their story. Though all of it was hearsay from the years gone by, Madoka could discern the truth from the tall tales. She had seen bits and pieces of it in her dreams, after all. These rumors only confirmed their truth.

"That tree used to be revered here in the city." Madoka's mother then said, taking one last look at the tree "I wonder why it just died. Maybe it was its time to go – nothing lasts forever, after all."

Madoka turned back to the dead tree and was heartbroken. Michi was all alone here in Mitakihara, separated from her friends by fate. She had parted from the beacons of light that had guided her way and was now trapped in darkness. She was drowning in the river of blackened turquoise blue. It wasn't just Michi who was sinking into despair – Homura too was barely afloat in the sea of her grief.

Why did such grief have to exist?

By the time her parents finished their story, Madoka's family finally reached the convention center. They took their things and set up on a spot in the middle of the center. Tatsuya was excited to stay overnight in a new place and the parents were amused by the toddler's eagerness. Madoka, however, felt more and more distant from everything around her.

There she was in the middle of it all, doing nothing. While the storm howled outside of the convention center, she sat there – safe and comfortable. She couldn't stand it anymore.

"I have to go to the bathroom."

Madoka stood up from where she sat and made her way out to the hallways of the convention center.

Madoka then turned towards the staircase leading to the exit. There was somewhere she had to be at this moment. This wasn't the time for her to hide and cower in fear. This wasn't the time for her to be doing nothing.

She wasn't anyone special – just another middle school girl who lived day to day without a care in the world. She had no special talents and her grades weren't spectacular. However, she could make something of herself – she could surpass that mundane she had caged herself inside. She had been doing nothing for the most part of her life – but not that day.

Madoka took a deep breath to gather her strength and took the first step down the staircase. However, a hand suddenly grabbed onto her arm, stopping her from going any further. It was Madoka's mother.

"Where do you think you're going?" Her mother asked with great suspicion.

"… I have to go help a friend." Madoka replied, her face turned away from her mother.

"Leave that to the firefighters." The mother quickly replied, "Us civilians should stay put."

"But it has to be me!"

A slap echoed in the secluded halls. Madoka's face stung.

"This isn't just your life we're talking about here!" The mother started angrily, "Don't you feel anything when you think about what happened to…?"

"I… understand it." Madoka interrupted, turning to her mother with determination. "I love you, mom… and dad too."

The young girl lowered her head.

"I know how much you treasure me. I know I mustn't throw my life away."

She then turned back to her mother,

"I know how lucky a girl I am to have this life I have now." Madoka started to remember the girls she saw in her dreams. "I'm lucky to have parents… a family that cares for me, even though we aren't rich. I'm lucky to have a family that is alive and well and is always there to support me when I need help… and I'm lucky to have a family that loves me and protects me, no matter what!"

"Everyone's important to me and I have to protect these gifts that I have. That's why there's somewhere I have to be right now."

There was someone who needed Madoka to be there at her side. There were girls who needed Madoka to show them the way home.

"Mom, you told me that you raised me up to be a good person." Madoka shook her head, "I don't lie. I don't do bad things. Will you believe in me now too? Will you think I'm doing the right thing?"

"Are you sure you aren't being tricked by someone?"

Madoka nodded.

"Seems I can't stop you then." Madoka's mother pushed her daughter gently down the steps, making her face the exit. "Just remember…"

Madoka's eyes widened and she continued the sentence,

"Faith is all we have."

"Now go." The mother sent her daughter off. "And come back as quickly as possible."

"Thank you, mom."

...

.

...

.

...

This world feels strange.

From where I stand, I see the River Pasig reflecting the darkness of the night. In that river I can see no light, not even the faintest glimmer – such a terrible darkness that draws me closer and closer.

Fog swept down from beneath my feet and flowed out over the river. Then, I felt myself floating ever so gently from my perch of dead wood – such an odd, familiar texture. I parted from it and took to the sky, watching the fog roll into the opposite riverbank.

A pair of eyes watched me from that riverbank – eyes of a young girl with a Soul Gem encrusted on the back of her hand. I had seen these eyes before, kinder and more gentle than these sharp eyes that stared daggers. I had seen that color of gem as well – purple? No... lilac.

It was unmistakeable. This was the Carissima that Lorelei Sankt so loved, standing before me in defiance.

So, you still live? How can this be so?

Did I not kill you?

Did I not kill Lorelei Sankt?

Impossible.

This fantasy still exists, so my battle must not yet be over.

Stand aside! Let me through to Lorelei Sankt! Let me end this once and for all!

Why do you not listen? No matter what I say, this girl would not move. She just stood there adamantly, staring at me with intent. She wanted battle, so I must oblige. It was here at the River Pasig that this Carissima would take her final stand.

I will destroy you and this delusion you and Lorelei have created.

I will bring you back to reality!

**To Be Continued**


	18. Finale

  **Act MMLXXXVIII – Mors Factus Sum**

The grey skies moved so quickly that evening, her inclemency present in the howling winds and her fury rumbling in the crackles of thunder. She is there, watching me from her lofty throne with her eyes and ears shut off from the truth. She will not listen to reason, not after the cruel fate that had befallen her. Reality has been harsh for her, but she must return to truth.

Thus, I will pour out every ounce of strength I wield to bring her back.

I will break this vicious cycle.

I am the only one who can.

However, it will not be an easy feat. The odds are stacked against me, after all… and Elise de Lamarliere, the adamant knight of Lorelei Sankt still lives.

She is the last one standing between me and the Magni Domina, entrenched there at the banks of the Pasig River. Sworn by duty and unwavering faith, this knight will not leave her queen.

Together, they stand. Together, they will fall.

It makes no difference to me. Not anymore.

I arose from my perch of dead wood, watching over the Pasig River and the veil of fog that blanketed it. I floated up and rose over the towers of glass and steel and could see the entirety of Manila and the river that coursed through it. Was Manila always this big?

Did it matter?

From that altitude, I looked down upon that knight standing at the riverbanks. She glared back at me with the coldest of glares, cold knives that chilled my very soul.

It was at this time that a wisp of a memory surfaced in my mind.

I wasn't supposed to confront Elise de Lamarliere alone. Did I not have allies who would fight by my side?

Where were they?

Who were they?

Ever since that incident in Hokkaido, I had fought only for myself. I bore strength only for myself.

I only lived for myself.

All this time, I was my only ally.

It was all I needed.

The faint memory faded, replaced by voices that started to echo in my head.

" _New York was beautiful then, with streamers hanging from the buildings to welcome the troops back home…_ "

" _The fiestas were always amazing in Taysan, and the procession of the beasts was a sight to behold!"_

" _Ah, I remember the Romashka – her blue velvet curtains over the windows reminded me of home!_ "

The voices in my head spoke reminiscently. I couldn't tell whose voices they were or where they came from, but they seemed familiar somehow. They spoke of their homes, their fondest memories. Their words sank deep into my heart and came to life over the Pasig River before me.

Streamers sprung out from around me over the waters of the dark river. A strange procession of beasts, small and large, marched down the riverbanks through the thick fog. Then, blue velvet curtains parted to the side as if a play were about to start.

Had I gone mad?

An ethereal force then shook the city, its towers swaying from that force surging from the earth and sky. The towers were shaken so thoroughly that they were torn from their foundations and were severed from their earthly bonds, taking to the skies. It was the grandeur of the crushing darkness – a trampling symphony of destruction. This was a city under siege.

Then, I started to feel thirsty. My throat burned with a raging flame that seemed to course through my blood. This fire soon filled my mind as well – I recalled seeing my village burn. As I was lost in this vision, those towers that had taken flight were set ablaze. Consumed by the fires, the towers were gutted into blackened husks that took the shape of twisted hourglasses.

Was this of my doing?

As I pondered, the lone Puella Magi at the riverbank approached. She walked under the streamers and sauntered through the procession of beasts. She strode through the parted curtains and wrapped herself in the light of her Soul Gem.

She was prepared to do battle, and so was I.

Such a determined look was chiseled on Elise's face and her eyes were as steeled as her stance. Weapons then started to appear around her. They were not the great-swords she wielded, nor were they like the guns I have wielded in the past. They were strange, foreign weapons I had never seen in my life.

I glided over to the side to try and attack her flank before she could prepare these weapons. Without her great-swords, I could swoop in and kill her with one precise strike. My naginata's blade would sing the song of her demise.

However, time stood still for a brief moment.

Before I realized it, hundreds of fiery projectiles surrounded me from nowhere. The unwieldy weapons that Elise summoned were spent and were tossed aside. Elise fired them all in the blink of an eye!

The projectiles struck me and wrapped me in a ball of flame. Such painful, searing heat… It was an endless volley of fire where one blast was followed by another. Done with those weapons, Lorelei's knight ran down the riverbanks where she had produced another set of weapons – mortars.

The light bombs shot up into the dark heavens before coming down again, whistling a terrorizing tune. The shells fell upon me with great force and fire engulfed me yet again. This time, though, a new pain stung me as the bombs fell. My heart ached and a terrible loneliness nibbled at my soul.

I remembered someone supporting me with artillery-fire in the past.

I felt betrayed.

Loud blasts then resounded from below me as two metallic towers came crashing down onto me. It should have been a simple maneuver, but I couldn't seem to escape the falling towers. My movements felt so cumbersome and slow.

What happened to me? Why couldn't I move as fast as I wished?

A horn then blared out from the nearby bridge as I struggled to shove the toppled towers off me. I turned my eyes to the bridge and saw this vehicle – a gasoline tanker running up the trusses. Elise de Lamarliere rode atop this tanker, commanding it with her magic and aiming the tanker at me. Forced skyward by its momentum, the tanker flew off the trusses and Elise leapt away from it.

I watched fearfully as this tanker sailed through the sky straight towards me. A memory fluttered through my mind for but a moment. In that short, minute lapse, I could see a vast arsenal of tanks and aircraft that charged to the fray alongside me. I opened my eyes and saw one of these tanks – an M26 Pershing – flying straight towards me.

An innocent, hopeful smile had always accompanied these tanks. Where was she now?

The tanker soon closed the distance and exploded in my face. The heat charred me and the pain dug deep into my body. However, the bitterness I felt in my heart grew much stronger now. This bitterness stung more painfully now than the flames. Why did I feel so much pain?

Elise spared me no time to think.

From the waters of the river arose strange contraptions fixed atop a metal platform. At Elise's command, those contraptions launched missiles. From where I stood, though, they seemed like spears shooting out towards me.

I had to counter this.

I tried to summon my naginata, the weapon that had carved my fate since that fateful day. With that naginata in hand, I could end this treachery. I could finish what I had set out to do… I could find peace. However, no naginata appeared in my hand. That graceful blade would not lend me its strength.

How could this happen?

The spears struck me with blunt force, digging painfully into my chest as they forced me backwards. I was thrown down into the opposite riverbank, crashing hard into the cold pavement. Where was the strength I had kept for myself? Where was the skill I had honed all these forty years?

I was my only ally; that much was true. But I couldn't even rely on myself.

This battle was lost.

I'm a lumbering wreck, falling to the relentless assault of Elise de Lamarliere. The knight knew this, and would show me no mercy.

A sea of red lights appeared in the darkness, forming a concave of a crescent moon. Incessant beeping filled my ears as the sea of lights expanded. The red lights bathed me from all directions and my heart froze. They were bombs – bombs of Elise de Lamarliere.

A final act of trickery… a final act of deceit.

Please, take my life. I do not want it anymore.

Explosions rang out, one after another. Fire wrapped me again in its cruel embrace and the heat tore through me mercilessly. Excruciating pain would course through me, but it would not destroy me.

Why?

I wanted to die.

I wanted to die.

Please… I want to die.

End this pathetic misery of mine. Take this pointless life and cast it away.

Let me follow my mother and sister to their deaths.

My good mother and sweet sister…

Why did you have to die instead of me?

Why were you taken away from me?

Why?

Why!

WHY HAVE YOU TAKEN THEM AWAY FROM ME?

…

I understand now.

The pains from the fire grew dull. Darkness spilled into the depths of my soul… but the darkness was home. The darkness was all I have left – It's all I ever really had. The darkness could give me the death I so long for… and it could end this cold, uncaring world.

Yes.

The darkness can end the world, punish it for its cruelty… I just had to wield it! The darkness would destroy the world, and would also destroy myself… but I did not need my life. I need not protect it.

After all, I have nothing to live for.

The forty years I have traveled, cloudy and incoherent, faded away from my memory. They meant nothing to me now.

It never happened.

From beyond the fires, I could see Elise de Lamarliere watching me. I arose from the flames and cast out a blast of pure darkness that caught Elise by surprise. The blast slammed into her and drew blood. Streaks of crimson splattered out on the pavement, utter shock in Elise's eyes.

Why do you fear, Elise? Can you not feel the darkness wrapping around this entire town? Can you not feel the despair that will consume us whole?

Rejoice, Carissima, for sweet death has come to embrace us!

Sweet death has come to free us from this delusion called life!

This darkness will shatter us, and the world will be no more!

* * *

  **Magia, Pacem, Bellum Terarum**

**Finale**

* * *

 

Empty grayness engulfed the entirety of Mitakihara City that fateful evening. Howling winds blew through the streets as somber drops fell from the heavens for the world's inevitable fate.

Madoka Kaname ran through this suffocating grayness, moving as fast as her tired feet would take her. Drenched by the sparse showers and the lakes that had formed on the pavement, Madoka's shoes squelched from the water that had seeped through the seams. Her uniform felt heavy, dragging her down with the weight of the water that had clung on and accumulated. Tense air filled her lungs as she struggled to catch her breath.

Still, she ran through that grayness. She ran through that path where darkness and light blurred. Somewhere beyond this all, there was somewhere she needed to be. There were those who needed her help, and she couldn't deny them.

Behind the din of the raging storm, blasts of a machinegun echoed in the distance. Suspended there in the grayness of Mitakihara, Homura Akemi fought the rising tide.

A multitude of specters chased after Homura, assaulting her relentlessly to sap her strength. They were strange beings made up of a tainted, cosmic turquoise blue. They wielded weapons and wore costumes eerily similar to Puella Magi.

A handful of the specters kept their distance from Homura, bombarding her with cannons. Another group of specters circled Homura, riding atop planes that strafed their target with gunfire of their own.

From where Madoka was, she could see these specters. The sight made her frown.

These specters were familiar, almost. She had seen them in her dreams. She had seen them as Puella Magi. She had seen them as the friends of Michi Hideyoshi who trusted the Japanese girl with their lives. She had seen them as the girls who fought alongside Michi until the bitter end.

Other kinds of specters then started to appear to fight Homura.

The first was a group of specters would disappear from sight then ambush Homura with flurries from their rapiers.

"That's…" Madoka thought, recognizing this combat style well. "It can't be…"

Then came specters clad in heavy armor and wielded large, menacing great-swords that threatened Homura with mighty swings.

Finally, a certain type of specter wielded a cosmic scepter and blasted Homura with waves of that tainted, cosmic turquoise blue.

"That's quite a repertoire of minions she wields, isn't it?" Kyuubey's airy voice echoed in Madoka's head, "There must be tens of thousands of variants of those specters!"

Madoka turned a corner then hid in an alleyway, hiding herself from the grand battle in the heavens. The Incubator was there, waiting for Madoka expectantly.

"You noticed this, did you not?" Kyuubey asked, wagging his tail as he appeared from the shadows. "You are aware of their identities, so you know their circumstances."

Madoka stayed silent for a moment, gathering her thoughts.

Madoka's eyes turned to that monstrosity, the Dreadnaughthexe in the sky, and pity flooded her heart.

She then turned to the Incubator with unusual resolve.

"The Taint of the Dreadnaught manipulated Elise de Lamarliere's wish." Madoka spoke accusingly, her words sharp and determined. "When Hideyoshi-san succeeded Lorelei as the Dreadnaughthexe, she not only inherited the taint… she inherited the souls of those bound to Lorelei Sankt as well – Serafina Larivenko, Elise de Lamarliere… and Lorelei Sankt herself."

For this Dreadnaughthexe to use these last two forms of specters against Homura, Madoka felt as if she began to see how Michi saw this world. Madoka realized what it was that Michi sought.

To Michi, Homura was Elise de Lamarliere while Madoka was Lorelei Sankt.

The true purpose of this Dreadnaughthexe was not to fight Homura, but to destroy Madoka Kaname. While a handful of the specters fought against Homura, the bulk of them swarmed through the grayness of Mitakihara City to search for Madoka.

Still, Homura stubbornly stood between Madoka and the rampaging Dreadnaughthexe.

The question, though, was how long can Homura last against this vicious assault?

"You are more perceptive than you look, Kaname-san." Kyuubey praised, "That is exactly correct."

He then turned up to the grey skies where Homura struggled against Walpurgisnacht.

"For this reason, "Kyuubey watched Homura with intent, "Akemi-san stands no chance in this battle."

"I cannot let things stay as they are." Madoka then declared, "This has got to come to an end."

"You say that, but what do you intend to do?" Kyuubey tested her, "If you should fight and succeed, the cycle would only begin anew with you at its helm. Should you choose to fight and lose, or if you do not fight at all, then nature will take its due course. No matter what happens, this grief will consume the world!"

Kyuubey's eyes met with Madoka's.

"To which fate do you choose to be bound?"

In the distance, a skyscraper flew straight towards an unprepared Homura Akemi. The black-haired girl watched numbly as the tower approached and slammed into her with unforgiving force, pummeling her into the husk of a building.

Madoka gasped, but soon gathered her strength.

"Come and see."Madoka's reply was simple but earnest. She turned towards the building that Homura had crashed into and ran again through the greyness. The Incubator skeptically followed her to the wrecked tower.

Through the dusty air and the heaps of debris, Madoka carried onwards through the tower. Scores of the specters of tainted turquoise blue would try to stop her, but Madoka ran past them and went straight for the stairs.

She couldn't stop for anything, not now. Her friend needed her to be at her side.

There was a promise she made that she just couldn't keep.

* * *

**Second Interlude**

Homura Akemi grunted in pain as she felt her leg caught under debris. Blood trickled down from the back of her head and bruises covered her body. The gem at the back of her hand was losing its purple light. Darkness was starting to take hold of her, eating away the poor girl's resolve.

Tears formed in her eyes as she held back her cries of pain. Her hand was settled on the silver shield she wore but could not bring herself to activate it. She didn't have the heart to repeat this fateful month. All of the suffering and grief she had gathered to last a lifetime finally took their toll on her.

Her hope had been blind. Her efforts were for naught.

"Hideyoshi-san…" she croaked, extending a frail hand out to the phantasm that floated in the distance, "I understand it now…"

Homura sniffed bitterly as she struggled to keep her hand up,

"Neither of us could protect the ones we loved." Homura gritted her teeth in pain, "You and I share this cursed fate, sinking deeper and deeper into darkness… We will never find peace."

A tear then ran down Homura's cheek.

"We never should have even tried."

Homura's heavy eyes slowly closed, no matter how hard she tried to fight it. The world around her blurred to be replaced by a frightening darkness that pulled her deeper and deeper into despair. This darkness, though, soon started to captivate her and urged her onwards. The purple light of her Soul Gem had all but faded away.

One last strand of hope tied her to reality. All she had to do now was to let go.

Just forsake this life.

Forsake everything.

However, Homura felt a warm hand gently hold hers.

Homura's eyes shot open to find a young girl – the young girl she had fought had to protect – holding onto her hand. There was a warm and comforting smile on this girl's face, a smile that she had seen in the past.

Homura had already wished to let go of that strand of hope. This time, though, her hope would not let go of her.

"Homura-chan, I'm sorry." Madoka then said, a hint of bitterness hanging about her smile, "I will become a Puella Magi."

Homura gasped, unable to believe her ears. She tried to protest, but Madoka knelt over at her side and embraced her. Madoka's determination would not waver this time – she had already thought this through.

"This is the answer I have found." Madoka whispered, "Please, believe in me."

Homura returned the embrace tearfully. She could not argue with Madoka anymore.

As Madoka rose back up to her feet, Kyuubey faced her and spoke with great intrigue.

"You're shouldering the destinies of countless worlds, and you're the focal point of all of the timelines. No matter how impossible your wish is, it will probably be fulfilled."

"That's right…" Madoka replied, the gravity of her situation becoming clear to her.

"Now, Madoka Kaname." Kyuubey finally asked, "What is it that you desire so much that you would pay for it with your soul?"

Madoka took a moment to breathe.

"I want to erase every Witch before they manifest -every Witch from every world, in the past and in the future, with my own hands!"

The Incubator was shocked. It did not expect to hear such a wish.

"I know about them dearly – those girls I have seen in my dreams." Madoka added, "I know the hardships they have gone through and the tears they have shed to fight back for the lives they have lost."

Madoka's determination grew adamant.

"It's time that they won that battle."

A brilliant light then shone from Madoka's heart as her wish awakened her soul. It was a bright, dazzling light – brighter than any light of the soul the Incubator had seen before.

"T-that wish…" Kyuubey warned, almost fearfully, "If your wish is fulfilled, it would surpass even time-space interference! It's treason against the wish itself!"

The Incubator gasped.

"Do you intend to become a goddess?"

"I don't care what I become." Madoka's solemn voice brimmed with her resolve. "All of those Puella Magi who believed in their hope – I want them to live with smiles on their faces.

I will destroy the rules that prevent that – I will change them.

I will do everything and everything to bring those girls peace – lift the heavy burdens that have been levied onto them. Centuries of tears and suffering have passed as those poor girls lost sight of their dreams and lost their way.

I will bring them home."

Madoka then turned to Kyuubey and declared,

"This is my prayer – this is my wish. Now, fulfill it Incubator!"

* * *

**Act MMLXXXIX – Paenitentia Absoluta**

Waters of complete, utter darkness surrounded the Japanese girl as she stayed there in silence. Ever so slowly, she sank deeper and deeper into the silent, lifeless depths. How long had she been there in that darkness?

Hunched over in that cold, cold water, she had already lost count of the years.

In this water, she was naked – her despair laid out bare and unbridled, mixing with the darkness. In this darkness, she was cold and frail. She embraced her knees, but it would offer her no warmth. In this coldness, she was alone – abandoned by the world she had forsaken.

This was the end of the line for her. This was absolute misery – the price for the life she had lived surrounded by hatred. It was in the darkness of the waters of this misery in which she would drown.

This was her nightmare turned into harsh reality.

Further and further, she would sink into darkness. This darkness was her home now, for the world meant nothing to her and she meant nothing to the world.

She would spend eternity wallowing in this despair naked, cold and unloved.

This was what she deserved.

A bright ray of light then suddenly shone upon the water, its radiance flowing down through the hollow depths. The girl turned her eyes upwards and the light blinded her eyes and prickled her skin. Trapped for so long in that cold darkness, she had almost forgotten about the brilliance of light and the gentle sensation of warmth.

For the first time in a long while, the girl stirred in the darkness. Her heart beat frailly against her chest but grew stronger, awakened by that ray of light.

It was a glimpse of the world she once knew.

Threatened by the intruding light, the darkness strengthened its hold on the girl and dragged her down deeper, further away from the surface. Weak and tired, the girl could not fight the darkness and felt herself sinking once more. Just as the girl was about to surrender again, a voice called out to her.

" _Come to me._ "

The girl raised her tired eyes up again and saw a radiant figure descend from the ray of light. The radiant figure extended her hand down to the girl.

"Hideyoshi-san." The figure called the girl by her name, "I'm here to take you back."

The girl, Michi Hideyoshi, was overcome by fear and shame and turned away from the figure.

"No." Michi shook her head, "I don't deserve to come back. I have nothing to return to in that world!"

However, the figure patiently floated down to the girl's side and took her hand.

"That's not true, Hideyoshi-san." The figure said with a smile, "You've touched the lives of so many people, how could you say you have nothing?"

"W-what do you mean?" Michi asked, confused by this figure's words.

"You have done great things, Hideyoshi-san." The figure continued, brushing aside the unkempt hair that covered Michi's face, "Not a lot of people could have the courage to do such things, but you were able to do them. You did them for those you cared for – those you treasure in your heart."

"I… don't remember anything." Michi grew somber, turning away from the figure pitifully, "All these years are nothing more than a blur to me."

"Then, shall I help you remember?" The figure suggested with her warm smile, "Just trust in me, and I can show you what you have forgotten."

The figure's warm smile eroded Michi's reluctance until the Japanese girl managed a small nod.

"Alright." Michi cautiously agreed.

The figure laid her free hand on Michi's cheek and asked the girl to close her eyes. Michi did as she was told and listened to the figure's voice. The wisps of Michi's memories that had been scattered by time and darkness slowly started to come together, weaving back the threads of those times she thought she had forgotten.

Slowly but surely, the memories came together into coherent chains, shepherded by the gentle voice of the figure and its power. Great scenes of pleasant serenity and scenes of terrible hardship formed in Michi's mind, becoming portions – Acts - that retold the steps of Michi's journey in detail.

These were the Acts of Michi's life – footprints marked in the sands of time.

She had walked through these sands alone, Michi thought. This had been a journey she had started and ended alone, after all. As the Acts were laid out before her, though, Michi would see that this wasn't true. For three fateful years, Michi did not walk alone – there were those who walked at her side.

"These are…" Michi gasped as familiar faces started to come to mind.

"Yes." The figure nodded happily, "These are the friends you have cherished in your heart – they are the beacons of light who have guided your heart through this darkness."

A tear formed in Michi's eye, water that did not mix with the darkness. It was water that bore fragile yet growing hope.

"Ligaya…" Michi muttered their names reminiscently yet fondly, "Audrey…"

Michi had not spoken or head these names for such a long time. They were sweet names that carved a small smile on Michi's face. The tears now flowed freely down her cheek.

"My friends…" Michi sniffed, "How could I have forgotten?"

"For their sake, you were able to gather the courage to do what so many would not dare to do." The figure wiped Michi's tears gently, "You were able to give your life to save the world."

"Save the world… how did I do that?"

"You fulfilled a promise you made to your friends." The figure replied warmly, "You granted them their final wish."

...

.

...

* * *

 

**Act LIV – Manila Sunrise**

Smoke and soot hung about the air as Michi Hideyoshi came to that day. The skies were grey and somber and dying flames illuminated the horizon, licking at the smoldering remains of the city of Manila. The once grand city was reduced to rubble in the heat of the battle and the streets were a horrifying mess of bodies, but none of that mattered that day. The flags of the Empire of Japan had been taken down from the flagpoles, replaced by the star-spangled banner of the United States of America.

The fighting was over. The US had won.

Dazedly, Michi reached her hairpin and watched the turquoise blue gem that encrusted it. Tendrils of darkness dominated the gem, hungrily attacking whatever pockets of turquoise blue light remained within. Her battle with Lorelei Sankt flashed in her mind and she remembered dealing the killing blow, but her memory of the whole affair was starting to grow cloudy.

This was the Taint of the Dreadnaught taking root in her gem.

She had won her battle, and this curse was her reward.

Michi gathered her wavering strength and picked herself up from the rubble. She found her bearings then hobbled forward through the decimated streets. Sharp, burning pains stung at her from her countless bruises and wounds and her legs threatened to collapse under her own weight. She stopped for a moment, leaning against the empty husk of a building to catch her breath – but even breathing seemed painful.

"Not yet…" Michi whispered to herself, urging herself on. "There's still something… I must do…"

She braced her aching sides and carried on blindly through the smoke and haze. Before long, she finally found herself at the banks of the Pasig River. There, Michi found two girls lying down in the grass by the water – a young Filipina girl and a young American lady.

Their clothes were tattered and torn and blood spilled out onto the grass beneath them, flowing from the many wounds they had sustained. Their sides were blackened and burned from the blasts of explosives and bullet wounds dotted their bodies. They winced in pain and groaned in agony. The gems that adorned the pendant of the American girl and the metal bracelet of the young Filipina were already dark as night.

Dozens of spent Grief Seeds were scattered around them, but the girls have already given up on cleansing their gems. The Grief Seeds would cleanse them no longer.

The both of them knew that their battle was over. The both of them knew the end had come.

Michi walked on over to them and the two girls heard her approach. They looked up from where they lay and found the battered Japanese girl hobbling down the riverbank toward them.

"Michi!" The Filipina cried. She was absolutely glad to be able to see her friend.

She tried to stand up, but was held down by excruciating pain.

"Please... you don't have to get up, Ligaya." Michi said reassuringly, finally reaching her friends lying there on the grass, "It's alright now – we've won."

"Glad to see you're still in good... argh..." The American tried to greet Michi with a snide remark but coughed blood, "Heh... damn."

Michi, though, understood the American's gesture.

"I'm glad to see you too, Audrey."

She then reached for the hands of her two dying friends and held onto them tightly. Tears trickled down her cheek as she spoke, "I'm glad to be able to see the two of you again."

The three girls stayed silent for a while as Michi held her friends' hands. They all looked very much worse for wear but savored that pleasant, serene silence. In that moment, they could ask for nothing more.

"Y-your hands are warm, Michi." Ligaya croaked weakly, a peaceful smile on her face, "T-they... feel nice."

Ligaya's hands, however, felt terribly cold to Michi. Audrey's hands weren't any warmer either.

"It's a damn shame it has to end like this, huh?" Audrey turned to Michi, eyeing the Soul Gem that crowned her hairpin. "In the end, we're just a bunch of fools. We tried to break that cycle, and this is our reward..."

"But at least we tried, right?" Ligaya countered, her voice still bearing hope, "We fought the odds till the very end – we would die fighting."

The Filipina then pointed out to the distance. "Plus, it seems we were able to make good on our promise."

Audrey and Michi turned to where Ligaya pointed and saw a most heartening sight. The grey clouds were starting to dissipate in the heavens and a brilliant tint of orange started to spread in the horizon. Over the distant mountains in the east, the sun started to peek out.

"It's the sunrise..." Michi held her breath, "A new day."

"Indeed it is a new day." An airy voice then reached their ears, "A new Dreadnaughthexe succeeds the throne today, after all. The cycle finally begins anew."

"Incubator..." Michi growled. The creature just gave a slight nod and sat before the three of them.

"The tenure of Frau Lorelei Sankt as the Dreadnaughthexe was quite remarkable, spanning thirty-one years and two world wars. This was the era in which she reigned." The creature explained, eyeing Michi with keen interest, "It makes me wonder what kind of era you, Dreadnaughthexe, will usher in."

"My friends and I will be responsible for no such thing." Michi glared at the creature, "I will abdicate this throne."

"Abdication? That is absurd." The Incubator tilted its head, "There is no such thing as the abdication of a Dreadnaughthexe. From now on until you manifest and are defeated, you are the Dreadnaughthexe of the world, Michi Hideyoshi!"

Michi's face darkened as she pondered her next move. Audrey and Ligaya felt the tension of their friend – they could tell what Michi was planning to do.

"It's alright, Michi." Ligaya whispered, "Do what you have to do."

Audrey too gave her support with a slight yet resolute nod.

Michi returned the gesture then let go of her friends' hands. She transformed her hairpin into its Soul Gem form, producing a gem nearly devoid of all of its turquoise blue light. She then summoned her naginata and held onto it firmly. With a deep breath, she pointed the curved blade at her tainted gem and prepared herself to strike.

"Suicide, then. I figured as much." The Incubator coolly replied, not particularly moved. "However, I do not believe this move to be in your best interest."

"Why not?" Michi asked, her naginata's place still trained at her own gem. "If I destroy my gem, my friends and I will die but we will finally destroy the taint. We are willing to pay that price."

"Oh, but the Taint cannot be destroyed – not by you or any human in existence." The creature seemed rather amused, "This Taint was perfected by my kind after all! Do you even have the faintest idea of how it works?"

Michi's grip on her naginata faltered for a moment.

"There is darkness that lingers in humans – darkness rooted in their very nature. As far as we know, it is this darkness that the Taint seeks and feeds upon to sustain itself." The Incubator explained calmly, "Should you decide to go on and destroy yourself now, the Taint will surely find another Puella Magi to house it."

"As things stand, the three of you are the most powerful Puella Magi in the world! With the manifestation of Lorelei Sankt, the organized force of the girls of Salvae, Terrae Magicae was destroyed completely. The strength of the gems the three of you hold were already leagues away from the girls of Salvae, but what of the Puella Magi that remain in this world? They are nothing now but rabble compared to the old order, spread throughout the land without anyone to lead them."

"The powerful gems you hold with you now will not last for more than an hour. How much better do you think those other girls will fare? The manifestation will be instantaneous! Those girls that remain would be faced with a Dreadnaughthexe they couldn't hope to defeat now. It would be nothing short of a massacre!"

Michi was speechless, robbed of the resolve she had just mustered up. Audrey and Ligaya, already without strength, could only barely hold back their despair.

"Puella Magi all live on borrowed time, expending their magic to live until there is none left." The Incubator then said, "Those destined to become the Dreadnaughthexe and the Grand Witches who stand by her side are no different."

The creature then turned to the three of them and wagged its tail,

"Why don't you just let nature take its due course?"

The three girls stayed silent, not knowing how to respond. Then, the American and Filipina were assaulted again by waves of scathing pain. Their grave injuries were already taking their toll. Their Soul Gems might still have had an hour to stay intact, but their bodies would not hold out for more than a quarter of that. Death would take them before their gems would shatter.

It was at this time that Michi found her answer.

"If that is the case," Michi then said, facing the Incubator determinedly, "then I do not need to live."

"Do you still intend to commit suicide?" Kyuubey tilted its head. "Did I not tell you that breaking your gem is pointless?"

"I didn't say I was going to break my gem." Michi countered. She held onto her Soul Gem tightly then took a deep breath. With every ounce of strength she had left, she tossed her gem away and into the flowing waters of the Pasig River.

"What are you doing?" Kyuubey asked, "If your gem is taken away from you, your body will perish! Your gem will still deteriorate!"

"But without a body to sustain, the Soul Gem will preserve its strength." Michi said, watching her gem be carried off by the river's flow. "Thus, the Taint would be held stagnant in that gem. A Dreadnaught Witch may manifest someday, but I can delay that."

"Will you really forsake your life like this?" The Incubator was unprepared for this outcome. "Are you really throwing away this new day?"

"Once we made those contracts to become Puella Magi, we were already dead." Michi turned back to the creature, "With this, our deaths can be of some use – we can buy the world some time to prepare. This new day is not ours."

"The three of you..." Kyuubey watched the trio intently, "The three of you will be forgotten – buried underneath the sands of time!"

"We didn't become Puella Magi to be remembered." Michi then finally said, "We only sought an answer to our prayers. We only sought peace."

The Japanese girl then turned to her friends and gave them a smile,

"Right now, all I need is to stay here with the two of you. We can watch this last sunrise here, together."

Michi let go of her naginata then lied down in the spot between Audrey and Ligaya. She held her friends' hands fondly and turned her eyes up to the sunrise. The three of them were dying, but the happy smiles on their faces would have never given that away.

In those last fifteen minutes, the three of them were full of life. Their final breaths were lifted away by the gentle breeze.

…

.

…

* * *

**Act MMXC – Sagitta Luminis**

"Do you remember now, Hideyoshi-san?" The figure then kindly asked as she let go of Michi's cheek.

The Japanese girl could not speak, silenced by her awe of what she had seen. The journey she had long since forgotten was now clear once again in her mind. For a hundred and forty three years, these memories had been locked away in her mind. Now, the cloudy veil that had hidden them was lifted. These memories were Michi's once again.

"Hideyoshi-san, it must have been lonely here in this darkness." The figure spoke with sympathy, "It must have felt terrible thinking you were alone."

"But know this, Hideyoshi-san - those friends who fought with you to the very end and all of those people whose lives you have touched, they have never left your side. Your beacons of light have always guided you. You were never alone!"

"The cycle caused by the rules that govern this universe prevented Puella Magi from realizing this. The cycle prevented Puella Magi from experiencing true happiness."

"I'm here to change that, you see! I will break this cycle with my own hands and finally give Puella Magi a chance to find their peace."

All around Michi and the figure, the darkness in the water started to fade away. The water slowly became clear and the light illuminated the depths more intensely. The grip of the darkness on the Japanese girl loosened then soon disappeared. The darkness had no power over her any more.

Free of her chains, Michi's emotions swelled in her heart as she relived those moments once again, flashing through every tearful ache and every heartfelt smile. Overcome by her emotions, she leapt through the dark water and embraced the figure.

"Thank you..." Michi earnestly spoke as the flowing white dress of the figure wrapped around her. However, she did not know this figure's name.

The figure felt this thought flutter through Michi's mind and the figure smiled.

"I am Madoka Kaname, but my name does not matter." The figure said, returning Michi's embrace, "Everyone's waiting for you, Hideyoshi-san. Will you come with me now?"

"Everyone?" Michi asked, not sure what this girl named Madoka was trying to say

"Yes, everyone." Madoka smiled brightly, "You want to see them again too, right?"

Michi's heart skipped a beat but she managed a small nod.

"Then hold on to me." Madoka said, taking Michi's hand. "Trust in me."

Michi then suddenly felt herself rising up through the water with Madoka. Together, they reached the surface and Michi breathed for the first time in a long while. Above the water was a world of pure, endless and brilliant white that stretched out as far as the eye could see. Madoka brought Michi over to the white shore and let the Japanese girl sit down.

"Before we go, I have a little something for you." Madoka said, extending her hands over Michi's bare shoulders. Soft silk cloth of turquoise blue formed there and covered Michi's naked body. It was her blue kimono, pattered with morning glories. Then, a new layer of cloth appeared on top of the kimono, starting from just below her breasts. It was a hakama, held in place by a red ribbon.

Madoka looked at Michi's attire and seemed pleased.

"I knew a hakama would look good on you!" Madoka chuckled, a hint of pride in her voice. "It was only a sketch, but I knew it'd turn out nice!"

A sketch? Michi was a little confused, but she liked this new attire too. This made Madoka glad.

The figure clad in white then handed a small trinket over to Michi – the hairpin that had always adorned the Japanese girl's hair. This time, though, the gem of turquoise blue was nowhere to be found. In its stead was a flawless sapphire that shone in the brightness of the white expanse.

"My Soul Gem…" Michi asked the figure worriedly, "Where did it go?"

"You don't need it anymore, Hideyoshi-san." Madoka reassured, "You have done enough fighting for more than one lifetime. Your fight is my fight now - it's time for you to find peace."

"I see…"

"Well then, Hideyoshi-san," Madoka offered her hand to Michi, "shall we go and meet them?"

Michi seemed a lot more eager now and took Madoka's hand without hesitation. The vast, brilliant whiteness then started to shift as they started moving forward.

Large windows started to appear at the sides and Michi and Madoka passed by them. Through those windows, Michi saw a glimpse of the reconciliation of those closest to her.

In the first window, she saw an American girl in her early twenties facing her parents in the living room of their home in midtown New York. Michi could not hear the words she spoke, but intense emotion was painted on the American's face. Audrey's parents listened to their daughter then replied with earnest apology.

The American's expressions were guarded and she kept an air of cool and calm. A lone tear of happiness, however, slid down her cheek and a smile soon broke out on her face. She took out a tin of cigars and offered it to her parents. Michi then read the words off Audrey's smiling lips,

" _Ma, pops. D'ya guys fancy a smoke_?"

In the second window, a young Filipina girl was weeping in shame. She sat in between her parents on a hammock at the front yard of their home in rural Taysan, Batangas. Ligaya hid her face from her parents, ashamed as she told them her story.

Her parents then spoke to Ligaya in their native Filipino what Michi could only assume were kind and gentle words. Ligaya looked up to her parents, surprised to see them still smiling at her. Her mother and father then embraced her from both sides. Like a child, the young girl was overcome with happiness and started to shed tears of joy.

" _Inay, Itay. Salamat._ (Mom, dad. Thank you.)"

In the third window, a tall, Ukrainian girl walked through the snowy streets of Stalingrad and stopped to see the ruins of Salvae's Romashka building. Four Russian girls accompanied Serafina there and the five of them faced the ruins in solemn silence. They all brought flowers with them to the ruins, laid them where the entryway would have been then gave sharp salutes to their fallen comrades.

A second group of girls approached them. Serafina and her Zealots heard the approaching footsteps and turned around. They found three girls there – the three Carissimas of North America. A moment of tense silence would pass before Serafina started to speak.

The Ukrainian then extended her hand to the Carissimas and gave them an approving nod. The tension was lifted and the girls all merrily shook hands.

Then, in the fourth window, Michi could see a French girl sitting by herself before a chess table at a park of Strasbourg. Her eyes were concentrated on the game she played with herself but the subtle, disappointed frown on her lips gave away her loneliness.

A second person, a cheerful German girl, then appeared in that park and sat at the other end of the chess board. Elise looked up to her new opponent and was pleasantly surprised, but she willingly started the game anew.

Neither of them spoke, for no words had to be spoken. They were just happy to be in each other's presence once again.

Michi was amazed by what she had seen in the windows. Was this Madoka person the one who did all of this? Could this Madoka person be a goddess?

At the end of that hallway of wide windows was a small Japanese house built atop a hill. Standing there at the entryway were two figures – the beloved mother and sister that Michi had lost in the fire. Michi couldn't believe her eyes.

"O… Okaa-san! Matsuri-chan!" Michi called out in a heavy but delighted voice. She then waved to them vigorously like a child.

"Go ahead." Madoka sent Michi off with a happy nod. "This is your place, after all, the sanctuary I have made for you and your family. Feel free to do as you please."

This was her place, Michi thought. This was the place she could call home. That was all that Michi needed to know. The Japanese girl ran straight for her family and caught them in a tight embrace.

" _Okaerinasai_ , Michi-chan." Her mother greeted warmly, stroking her daughter's hair fondly as she returned the embrace, "It's good to see you again!"

"Onee-chan! Onee-chan!" The little sister, Matsuri, greeted excitedly, burying herself in Michi's arms "We've missed you!"

Michi's heart leapt joyously as she spent that moment with her family. A hundred and eighty-three years may have passed, but this was still the family she loved and loved her back. Nothing would ever change that – nothing would ever take that away.

"Come in for some lunch, Michi." The mother then invited, "Some of your friends came over and are waiting inside."

"They're here?" Michi gasped.

"Yeah!" Matsuri nodded cheerfully, "They're all nice people, and they're fun to be around!"

The mother and sister took Michi's hands then led her into the house to meet her friends. Audrey, Ligaya and Serafina were there in the living room, clad in everyday clothing. Smiles were painted on their faces as they went over to Michi at the threshold.

"This is a nice place you got here." Audrey complimented with a grin, "Peaceful, simple and quiet – I like it here!"

"You have such a nice family too!" Ligaya added merrily, "Gng. Hideyoshi is really kind and your sister Matsuri's so cute!"

"That's right, comrade Hideyoshi!" Serafina then said appreciatively, "Thanks for letting us stay for a bit."

"D-don't mention it…" Michi said rather shyly. This was the first time she was being complimented like this after all – she wasn't used to such kind words. She was also filled with great joy to see her friends together with her again in this world. Just like her, their Soul Gems were nowhere to be found. None of them needed to fight. Madoka had already taken up their causes as well.

Just as they were about to come inside for a meal, two more faces approached from afar.

"Hello!" A bright and chipper German girl greeted, "Are we late for lunch?"

"Lorelei Sankt…" Michi was awestruck as the Magni Domina appeared at her doorstep. Then her eyes fell on the second guest. "And… Elise de Lamarliere."

"We're not here to cause trouble." Elise then hastily said as Michi's brow crumpled, "Quite frankly, we wouldn't really be able to fight without our Soul Gems."

Indeed, the two of them did not have their Soul Gems with them. Neither of them would transform and try to attack Michi and her friends. However, Michi and Elise still glared at each other – the two of them remembered their battle in the _Edificio Gumamela_ well. They both looked as if they still had a score to settle, but Elise soon conceded with a smile.

"We're just here to talk today, Mademoiselle Hideyoshi." Elise spoke with clear diction, "We even brought wine."

"It's 1918 Bordeaux!" Lorelei then cheerfully added. Her bright eagerness dispelled whatever remained of the earlier tension. Audrey, Ligaya and Serafina all sighed in relief.

"I already know your story, Elise." Michi then said in a much calmer and friendlier voice than before, "I don't hold a grudge against you or Lorelei… or anyone, really. We were all just trying to protect those we loved and to find an answer to our prayers."

Michi then looked around at the wonderful company of people that had gathered around her and smiled.

"So, come on inside, you two! Let's see why you like this wine of yours so much."

Michi let both Lorelei and Elise into her home and ushered all of the guests into the dining room to eat. The conversation at the table was lively as everyone chatted merrily. Delicious food in traditional Japanese-style was served and old foes became friends over cups of wine. The sights and sounds warmed Michi's heart.

After a long while, Michi gave off a sigh of relief then walked out to the front porch to breathe in the fresh air. This truly was her place – her little plot of heaven.

From where she stood, Michi saw Madoka linger around the large garden. The figure clad in white peacefully hummed as she walked amongst the flowers with a happy smile.

"Kaname-san!" Michi then called out to her. She then joined Madoka in the garden. "I don't know how I can repay you, Kaname-san."

"You don't have to." Madoka shook her head, "As long as you are happy, then what I have done would be worthwhile."

"I see." Michi's tone was peaceful now as the burdens were lifted from her heart and soul. "Will you not come and join us for lunch as well, Kaname-san?"

"I will have to decline, Hideyoshi-san." Madoka shook her head, "There is still much to be done – battles to be fought. There are a lot of souls to be saved, after all – a lot of souls I have to defend."

"Every single girl who has ever made a contract and became a Puella Magi… They're calling out to me – asking for salvation. They want me to bring them home, just like how I have brought you home, Hideyoshi-san. There is a place in heaven reserved for all of them, but I must take them there. I must still fight the despair that holds them back."

"What about your place, Kaname-san?" Michi then asked, "Don't you have a place of your own to return to?"

"Well, I…" Madoka hesitated for a moment, "There are dear friends of mine I hope to return to once I can finally make a true miracle happen. The road ahead of me, however, is tough and the battles are many. I think it may be a while before I can return."

Madoka spoke with great resolution, but wisps of troubled concern could be seen on her face. This figure clad in white sensed a great disturbance and she grew rather uneasy.

"Then let me come and fight beside you." Michi then said without second thought, "I have already caused you a whole lot of trouble, Kaname-san. I can still remember losing myself as a Dreadnaughthexe. Let me at least make it up for you – this is the least I could do."

"But Hideyoshi-san, you don't have to fight anymore." Madoka shook her head, "You just need to stay here and be happy."

"I have already found my happiness, Kaname-san." Michi replied, her tone more adamant than before. "My friends and my family have never left my side. They will be with me in my heart wherever I go. Let me fight for you so that I can help you find your happiness too."

"We'll be with you, alright." Audrey then said, leaning against the threshold of the house. "If you're going to fight for Ms. Kaname then take me with you too! You weren't planning on doing this by yourself, were you, Michi?"

"That's right!" Ligaya added, appearing at Audrey's side, "Like we said before, wherever you go, we would happily follow!"

"The same goes for us." Elise then said, speaking on behalf of Lorelei and Serafina who gave willing nods. "We started off on the wrong foot, but we're all sisters-in-magic, aren't we?"

"You guys…" Michi grew heartened. She turned to Madoka and affirmed her decision, "Will you let us fight by your side, Kaname-san?"

Madoka pondered for a moment before replying with a smile, "Thank you."

"Onee-chan?" Matsuri looked sad as she and her mother came to Michi's side, "Are you leaving again?"

"Yes, but only for a little while." Michi patted her sister's head and kissed her mother's cheek. "Will you wait for me again?"

"These doors will always be open for you." said the mother kindly, "You and your friends will always welcome here, Michi."

Michi shared one more embrace with her family and bid them farewell. She then faced Madoka determinedly.

"I'm ready."

Madoka nodded then extended her hand forward. A flash of turquoise-blue light illuminated her hand and a beautiful naginata pole-arm appeared. In Madoka's hands, she cradled the weapon made of the sturdiest of wood and the strongest of tempered steel. The weapon glowed with turquoise blue light and smelled faintly of cherry blossoms. The figure then offered this naginata to Michi.

"This magic I offer to you does not come from a Soul Gem like the magic of Puella Magi." Madoka then explained, "Instead, this magic comes from the hope you bear in your hearts. This hope will be the source of your strength."

Michi opened her hands and Madoka gently handed the naginata over to her. Michi's hands were still accustomed to the texture and weight of the weapon, but she could feel power flow from the naginata. The naginata was radiant, imbued with Michi's hope.

One by one, the rest of the girls came forward to Madoka to receive their magic as well.

"The road that lies ahead will be long and winding." Madoka then said as she faced the volunteers, "I am asking you for more than I should, but stay by my side and we will make it through someday. No matter what happens, these homes will still be waiting for you – I'll make sure of it."

"We understand, and thank you." Michi said graciously, "So where shall we head first, goddess?"

"First, a good friend of mine – a certain Hero of Justice – needs our help. I have a feeling she will want to lend a hand and join us too. She's quite a competitive one, after all." Madoka spoke fondly as she remembered her friend's antics. "After that, we will go wherever and whenever there is a Puella Magi succumbing to grief."

"Their prayers have gone unanswered for too long. Let us show them that hope still exists."

…

…

"Where am I…?"

Homura Akemi stirred in a vast plane of white sand, surrounded by the splendor of the endless universe. The time-traveler arose from where she lay, her eyes still struggling to get used to the bright cosmic lights. She could still see what happened at Mitakihara in her mind – when Madoka became a Puella Magi and defeated Walpurgisnacht.

The phantasm that Homura couldn't defeat succumbed easily to Madoka's attack. Homura couldn't tell exactly what happened, but she remembered seeing bright light fill the earth as the Dreadnaughthexe and the taint it carried was purged for eternity.

What would happen now? The battle was over, right?

An intrigued, airy voice then filled Homura's mind.

"The new laws that Madoka Kaname has created is reorganizing the universe as we speak." The Incubator's voice was filled with fascination, "It seems her magic has gone beyond time."

Homura, overwhelmed by her unfamiliar surroundings, grew apprehensive.

"Akemi-san." The voice then called out to Homura, "Shall we look together for what's at the end of the being called Madoka Kaname?"

A distant yet tremendous rumble reached Homura's ears, causing her to turn around. She was terrified by what she saw.

Hurtling through the brilliant cosmos was a haunting mass of distorted colors and howling darkness, leaving behind a trail of violent black miasma as it headed straight for the Earth.

"This is the Soul Gem that Madoka Kaname's wish created." The Incubator then said, "Such energy! This must be the embodiment of all the grief, hatred and suffering that Madoka has chosen to carry on her shoulders!"

"No way…"

"Madoka Kaname created hope for every Puella Magi that ever existed - hope strong enough to create a new universe if she wished! However, would that not also create despair powerful enough to destroy a universe? It would only be natural!"

The mass of darkness rapidly expanded and started to tear through the universe itself, shattering it with sheer ethereal force. This mass then shot through the seams and took the form of an unfathomable horror that wrapped itself around the Earth. Absolutely defenseless, the Earth was enveloped by the horror.

Homura could only watch as the horror started to ravage the earth. The horror roared wildly as its miasma sank into the earth, draining the earth of its color and feeding on the souls of the humans who inhabited it. Maniacal laughter and desperate cries echoed out from the earth, piercing the already terrified Homura.

The helpless girl had no weapons left with here there on that plane of sand. Even if she did, she couldn't hope to even hurt such a terrible monstrosity. Homura could only weep.

"It's alright." A new voice then filled the cosmos – a voice that Homura knew well, "My wish was to erase every Witch. If that can be fulfilled, then I have no reason to feel despair!"

Homura turned to where the voice came from and saw her friend, Madoka Kaname, clad in her flowing white dress with a magnificent, shimmering bow in her hands. Madoka then drew power from the hope she had created for the universe as she pulled back the bow. The countless wishes she had fulfilled were then fashioned into arrows of light and shot into the horror that terrorized the earth in a blistering volley.

An explosion of brilliant light consumed the terror, forcing Homura to shield her eyes. Homura lowered her arms as the blinding light faded away, but her heart skipped a beat. The volley of arrows was not as powerful as she hoped it would be.

"It is just as I hypothesized." The Incubator spoke as it watched the silhouette of the horror grow visible in the dying light, "Madoka Kaname may have created tremendous hope, but it still will not measure up to the Grief she has created!"

Madoka's attack ousted the horror from the Earth, but the mass of darkness still stood strong. The terror then roared again and reciprocated Madoka's attack with a volley of its own – beams of howling darkness trained at Madoka.

"Can this be truly possible?" Kyuubey grew curious, "Could a goddess be forsaken – destroyed - by her own wish?"

"Madoka!" Homura panicked at Kyuubey's words. She cried out to the goddess at the top of her lungs, "Look out!"

"Don't worry, Homura-chan." Madoka then reassured as she calmly faced the incoming beams, "I'm not the only one who shares this wish now."

A wide veil of dark storm clouds then appeared before Madoka, expanding rapidly to shield the goddess. The storm clouds crackled with lightning as the beams slammed into it. Sparks flew wildly in the heavens, but the beams could not penetrate the celestial shield. Instead, the beams were deflected away from the goddess.

"Trying to go for the queen directly, huh?" An energetic voice taunted the horror. "There's more than one piece on the board, you know!"

A young German girl with golden hair and sky blue eyes appeared at Madoka's side. The grand crown that rested on her head was radiant and the royal scepter she held in her hand bristled with power.

The sound of cannon fire then rumbled in the distance as a hail of shells shot through space and slammed into the rampaging horror. Homura turned around to the sound of the cannons and saw an astounding battery of M107 heavy artillery pieces and a formation of M1A3 Abrams tanks fitted with 120mm Rheinmetall guns. These large guns and tanks disappeared in flashes of light to reveal a tall American and a young Filipina girl watch the horror be stunned by their assault.

"Gotcha, you little bugger." The American clenched her fist that held her golden neckerchief as she cheered, "There's plenty more where that came from!"

"We can't celebrate yet, Audrey." The Filipina advised with a chuckle, "This battle is far from over."

The two girls then summoned their weapons again and unleashed another barrage towards the horror before it could recover.

"These guys are…" Homura couldn't believe her eyes. "Madoka, don't tell me they're…"

"That we're what?" A lively voice tauntingly asked, "Jeez, transfer student. You're always so uptight!"

Homura recognized that voice. She looked around for the source but couldn't see it anywhere.

A magical veil was then lifted and a girl with short, blue hair and a majestic white cape that hung from her shoulders appeared. The girl grinned at Homura and gave her a peace sign.

"Sayaka…" Homura was amazed.

"Ah, so you're the 'transfer student' that comrade Miki has been talking about." A second girl, a Ukrainian with a rapier that hung by her side added, "Comrade Miki says she always thought you were so cool – almost as cool as this other 'Kyouko' girl, was it?"

"H-hey, Serafina!" Sayaka blushed, embarrassed by the Ukrainian's words. The Ukrainian then gave a hearty laugh. Homura was touched that Sayaka admired her somewhat and was rather amused, but there were more pressing matters at hand.

"What's going on here, Sayaka?" Homura asked, "Why are all of you here?"

"We're here to help Madoka erase the grief that exists in the universe, I think…" Sayaka wasn't sure if she remembered correctly. The caped swordswoman then grew resolute, "But basically, since Madoka brought me out of my grief, I couldn't just stand still now could I? So we chose to fight for her."

Sayaka then showed her back to Homura and grinned.

"Hey, transfer student. D'ya know what an archangel is?"

Spreading out behind Sayaka was a pair of transparent, celestial wings of pure, brilliant white. Lorelei, Audrey, Ligaya and Serafina all wore similar wings and certain radiance emanated from all of them. It was a heartening sight.

However, the horror too had cards to play.

The horror growled and fragments of its trail of miasma descended down towards it. These fragments took the shape of small, sickly creatures that moaned in agony. The creatures gravitated towards the horror and formed broad, menacing tendrils that reached for the goddess and the girls who fought at her side.

The beams of darkness that Lorelei had deflected earlier now took the form of winged giants possessed with maddened fury. The giants flew at breakneck speed and loomed over the battlefield, blocking out the light of the stars with their sheer number. Then, the horror too was already preparing to unleash yet another volley, one more powerful than the last.

"Mademoiselle Akemi, this place is not safe." a new voice said, her approach heralded by the clink of heavy armor, "Please stand back and leave the fighting to us."

Homura turned around and saw a French girl clad in knight's armor appeared, carrying a heavy great-sword in her hand. She moved in the heavy suit of armor easily and held the heavy great-sword as if it were weightless. Also, a pair of those celestial wings grew from her back as well.

Homura turned to the girl, wishing to speak. However, Elise stopped her halfway. The French girl could see it in Homura's eyes. Homura wanted to fight, but this fight was not for her.

"Your eagerness is admirable, but we are more than prepared to fight this horde." Elise assured Homura, "The goddess has inspired many more than one might think."

Behind Elise de Lamarliere was an army of Puella Magi who marched bravely through the sand. Thousands of girls came to the fore, ready to fight for Madoka Kaname. Homura was speechless, but she still wanted to fight.

Madoka was her only reason for living, after all. Homura couldn't live without her greatest friend at her side.

It was at this time that a gentle hand rested on Homura's shoulder.

"Akemi-san, I understand how you feel." One final voice spoke with sympathy, "For those you treasure the most, you would be willing to give up everything."

Homura turned her head to find Michi Hideyoshi with a warm smile. She wore that blue kimono that Homura knew so well. However, a hakama tied with red ribbon adorned her kimono and those white, majestic wings spread out behind her as well.

Homura, though, turned away.

"If you understand me, then why don't you let me fight too?"

"You treasure Kaname-san; that is true. But know that Kaname-san treasures you as well." Michi then said, "She doesn't want you to throw your life away. Don't give up on life as I have done, Akemi-san. After all, the light that guides Kaname-san's path is you."

"I… I am her light?" Homura turned to Madoka as the goddess meditated and gathered her strength. The goddess drew from the hope she had created and weaved them into divine strands of the purest energy, fashioning them into arrows of hope.

Could it be that Madoka could do all of this because of her?

"So live on, Akemi-san. Unlike us, you still have a life to live – don't waste it." Michi spoke solemnly as her faithful naginata appeared in her hand, "Live it to the fullest, and enjoy every moment of it. Protect the light that Kaname-san wields!"

The forces of the horror then rallied and charged through the cosmos, consuming everything they come across in the grief they carried. Madoka and her allies, though, stood firm.

"I'm in good hands, Homura-chan." Madoka said as her bow was ignited with mystical flame, "With everyone's help, I know I can make a miracle happen. Once that happens, I'll come back for you and for everyone else."

Madoka prepared herself to fire and the girls readied the weapons imbued with their hope.

Michi's wings spread out before her and cherry blossoms appeared around her, fluttering down from the heavens. The Japanese girl swung her naginata with a graceful stroke and the cherry blossoms shot forth towards the horror. These blossoms joined the hail of tank and artillery shells that raced through the horizon and flew alongside a fearsome wave of lightning. All of these came together around the radiant arrows of Madoka Kaname, crafted from the hopes of the entire universe. Under the cover this blistering barrage, the girls charged to face the incoming horde, ready to fight for their hopes and dreams.

Homura watched as Michi swung her naginata. She always remembered seeing this girl fight with furious eyes and a burdened soul. There was none of those that day. In Michi's eyes, Homura could only see peace.

* * *

**Epilogue**

A gentle breeze blew through Mitakihara City one pleasant afternoon. Clear blue skies wrapped the city skyline and the bright sun smiled kindly. It was a very peaceful scene.

At the riverside graveyard, Homura Akemi faced the great cherry blossom tree and observed it from its roots to its crown. It was a magnificent old tree that stood the test of time and weathered countless storms throughout its life. Homura laid a hand on its rough bark and felt as if she could see glimpses of Michi's journey like she had done in the past.

Homura then turned to the Mitakihara River and watched the bright sun sparkle in its clear, flowing waters. Beyond these waters, she could see the Mitakihara General Hospital and the room from where she first saw this cherry blossom tree. This tree was dead when Homura looked out to it, but it had come back to life somehow. It had come back to life and was able to blossom once more.

The sound of footsteps reached Homura's ears. Homura turned to the source of the sound and found a girl with curled golden hair and a pleasant smile on her face.

"I had a feeling I would find you here, Akemi-san." The girl said, joining Homura under the shade of the tree, "You're quite fascinated with this one, huh? You visit this tree every day."

"I have my reasons." Homura's replied plainly, "It's a long story..."

"I see..." Mami took Homura's reply in stride as she stood beside the time-traveler. A moment of pleasant silence would pass before Homura would speak again.

"Why were you looking for me?" Homura asked the girl standing at her side, "Are the demons attacking again?"

"No, everything's fine for now." Mami reassured, "The attacks have come more often recently, but you, Kyouko and I will manage."

"Hmm..." Homura hummed, losing interest in them matter quickly.

"Akemi-san, I've actually been meaning to ask you about those ribbons you wear." Mami then said, turning to the time-traveler with a smile, "Where'd you get them? They're really pretty."

Homura opened her mouth, but could not find words to speak. She didn't know how to explain her circumstances to Mami. She didn't know if Mami or anyone else would be able to understand, so Homura hesitated.

"Someone gave them to me." Homura said guardedly, avoiding Mami's searching gaze.

"That someone would be an old friend of ours, right?" Mami then asked. Homura was startled. The golden-haired girl then smiled and showed Homura her wrist where a thin red ribbon was tied like a bracelet. "I guess I was given one too."

Homura was at a loss for words.

"If you have that..." Homura started slowly, "If you have that, then you know about Madoka..."

"A little bit, yeah." Mami nodded, a small frown growing on her face, "There's still a lot of things I don't understand, but it's coming together bit by bit."

The smile then returned to Mami's face.

"But I do know this, Akemi-san. You, Kaname-san and I were great friends once. I think that's what matters."

"Mami-san..."

"Now that I've said that..." Mami then turned away from Homura and towards the tree, "I guess it's time for me to thank a certain someone for protecting me even if I was foolish and stubborn. It's also time for me to apologize to this certain someone for not trusting in her enough – she's a much better person than I can ever hope to be, after all."

"No, don't think like that." Homura shook her head, drawing Mami's eyes from the tree. "I'm the one who treated you harshly. I looked up to you, Mami-san, and I still do... for me to be so cold towards you was insensitive of me."

"I see." Mami gave off a sigh of relief, "I guess this makes us even now."

She then turned to Homura with a bright smile and asked,

"So, Akemi-san, can we finally start over? Can we become friends again?"

Homura turned to Mami's eyes and saw an earnest clarity in them. These were words coming straight from her heart. Hearing these words, Homura was overcome with emotion and wrapped her arms around Mami.

"Of course." Homura said, sniffing as she fought to hold her happy tears, "Of course we can become friends again!"

Mami gently returned the embrace and patted Homura's head fondly. The ribbon tied on Mami's wrist brushed against the ribbon in Homura's hair.

" _Is this what you wanted, Madoka?_ "

As Homura thought this, a gentle breeze blew by them and cherry blossoms then started to flutter down from the tree. As the petals fell weightlessly onto her shoulders, Homura knew things wouldn't be so bad.

" _We'll be waiting for you, Madoka. Do your best. I'll be here, among the fragrant blossoms._ "

**The End**


End file.
